INAP Adopts Plan Designed to Protect NOLs
Under the NOL Rights Plan, one right will be distributed for each share of INAP’s common stock outstanding as of the close of business on
If at any time after the Board's adoption of the NOL Rights Plan (subject to certain exceptions) a person or group obtains beneficial ownership of 4.9% or more of INAP’s common stock outstanding at the time of such acquisition, or an existing holder with greater than 4.9% ownership acquires additional shares representing at least an additional 0.50% of INAP’s common stock outstanding at the time of such acquisition (subject to certain exceptions), there would be triggering event causing significant dilution in the economic and voting interests of that person or group. INAP’s independent directors have the discretion to exempt any person or group for purposes of the NOL Rights Plan if they determine the acquisition by that person or group will not jeopardize tax benefits or is otherwise in the company's best interests.
Further details of the Rights Agreement will be contained in a Current Report on Form 8-K and a Registration Statement on Form 8-A to be filed with the
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding industry trends, INAP’s future financial position and performance, business strategy, revenues and expenses in future periods, projected levels of growth, availability of capital resources and liquidity and other matters that do not relate strictly to historical facts. These statements are often identified by words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “projects,” “forecasts,” “plans,” “intends,” “continue,” “could” or “should,” that an “opportunity” exists, that INAP is “positioned” for a particular result, statements regarding INAP’s vision or similar expressions or variations. These statements are based on the beliefs and expectations of INAP’s management team based on information available at the time such statements are made. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. Therefore, actual future results and trends may differ materially from what is forecast in such forward-looking statements due to a variety of factors, including, without limitation: INAP’s ability to drive growth while reducing costs; INAP’s ability to maintain current customers and obtain new ones, whether in a cost-effective manner or at all; the robustness of the IT infrastructure services market; INAP’s ability to achieve or sustain profitability; INAP’s ability to expand margins and drive higher returns on investment; INAP’s ability to sell into new and existing data center space; the actual performance of INAP’s IT infrastructure services and INAP’s ability to improve operations; INAP’s ability to correctly forecast capital needs, demand and space utilization; INAP’s ability to respond successfully to technological change and the resulting competition; the geographic concentration of INAP’s data centers in certain markets and any adverse developments in local economic conditions or the demand for data center space in these markets; the uncertainty as to whether any strategic alternative will be pursued or, if pursued, closed; uncertainty as to the terms, value and timing of any such strategic alternative; the impact of the announcement of the evaluation of strategic alternatives on INAP’s common stock, its businesses, and its operating results; INAP’s ability to realize anticipated revenue and growth; the availability of services from Internet network service providers or network service providers providing network access loops and local loops on favorable terms, or at all; the failure of third party suppliers to deliver their products and services on favorable terms, or at all; failures in INAP’s network operations centers, data centers, network access points or computer systems; INAP’s ability to provide or improve Internet infrastructure services to its customers; INAP’s ability to protect its intellectual property; INAP’s substantial amount of indebtedness, INAP’s ability to raise additional capital when needed, on attractive terms, or at all, and its ability to service existing debt or maintain compliance with financial and other covenants contained in its credit agreement; INAP’s compliance with and changes in complex laws and regulations in the U.S. and internationally; INAP’s ability to attract and retain qualified management and other personnel; and volatility in the trading price of INAP common stock.
These risks and other important factors discussed under the caption “Risk Factors” in INAP’s most recent Annual Report on Form 10-K filed with the
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements attributable to INAP or persons acting on its behalf are expressly qualified in their entirety by the foregoing forward-looking statements. All such statements speak only as of the date made, and INAP undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
|Richard Ramlall||Carolyn Capaccio/Jody Burfening|
|Chief Communications Officer INAP||LHA|
Source: Internap Corporation