FALLS CHURCH, Va. - Capital One Financial Corp. said its board has adopted a shareholder rights plan as a takeover defense.
The plan grants existing shareholders one right for each of their outstanding shares.
Company officials said the plan will guard against partial or inadequate tender offers, open-market share accumulations, and other abusive or coercive takeover tactics. The plan did not come in response to any specific takeover attempt, Capital One said.
If any person or group acquires beneficial ownership of 15% or more of the company, shareholders are allowed to exercise their rights. For each right they hold, shareholders (other than the 15% owner) may buy company stock with $300 aggregate market value for $150. The company may redeem the rights for one cent apiece at any time before there is a triggering 15% shareholder.
The rights were distributed on Nov. 29 to stockholders of record on that date, but will become detachable from the common stock and exercisable only if a person or group acquires 15% of the stock or, under some circumstances, following announcement of a tender offer for Capital One common stock.