Williams Adopts Limited Duration Stockholder Rights Agreement

October 16, 2021

“Williams` natural gas infrastructure strategy, fee-based business model for its entire asset base, investment quality ratings, strong balance sheet and ample liquidity are factors that position the company well to navigate the uncertainty of commodity markets and the broader economy. Given the company`s strong position, the Board of Directors wishes to support the rights of shareholders and protect the fair value of their investment. We are seeing a unique shift in equity market valuations, with a particular impact on the value of Williams shares,” said Steve Bergstrom, Chief Executive Officer. “We do not believe that the best interests of shareholders are served by allowing those seeking only short-term profits to take advantage of current market conditions at the expense of the company and its long-term investors.” In the area of mergers and acquisitions, shareholder rights plans were developed in the early 1980s to prevent bidders from negotiating directly with shareholders for a price to sell shares and instead force the bidder to negotiate with the board of directors. The Company noted that the acceptance of the rights agreement is intended to enable all shareholders to realize the full potential value of their investment in the Company and to protect the interests of the Company and its shareholders by reducing the likelihood that a person or group will take control of Williams through open market accumulation or other tactics without paying a reasonable control premium. Poison pills have seen a resurgence in popularity in 2020 due to the global coronavirus pandemic. As stock prices have fallen due to the pandemic, various companies have turned to shareholders` plans to defend themselves against opportunistic takeover bids. In March 2020, 10 U.S. companies introduced new poison pills, setting a new record. [7] The rights plan is expected to expire on March 20, 2021.

The adoption of the rights regime is intended to protect ADMA and its shareholders from third-party shares that, in the opinion of WADA`s Board of Directors, are not in the best interests of WADA and its shareholders and to enable all shareholders to realize the full potential value of their investment in ADMA. The rights plan was not adopted in response to a specific acquisition proposal, a current accumulation of shares, or currently threatening or pending efforts to acquire control of ADMA of which the Board of Directors is aware. The rights plan was adopted to give the Board of Directors time to make informed decisions that are in the best long-term interest of ADMA and its shareholders and that do not prevent ADMA`s Board of Directors from considering an offer to acquire ADMA that it believes is in the best interest of ADMA shareholders. The energy giant said on the 20. March that its board of directors approved the acceptance of a fixed-term shareholder rights agreement and set a dividend of one right for each outstanding common share as of March 30. Some have argued that poison pills harm the interests of shareholders because they perpetuate existing management. For example, Microsoft initially made an unsolicited offer for Yahoo!, but later dropped the offer after Yahoo! CEO Jerry Yang threatened to make the acquisition as difficult as possible unless Microsoft raised the price to $37 per share. A Microsoft executive commented, “They will burn the furniture if we become hostile.

They will destroy the place. Yahoo has had a shareholder rights plan since 2001. [4] Analysts suggested that Microsoft`s increased offer of $33 per share was already too expensive and that Yang was not trading in good faith, which later led to several shareholder lawsuits and a proxy fight aborted by Carl Icahn. [5] [6] Yahoo`s share price collapsed after Microsoft`s offer was withdrawn, and Jerry Yang faced a negative reaction from shareholders that eventually led to his resignation. .

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