Southern National Corp. said it has adopted a stockholder rights plan to deter hostile takeover attempts.
Under the plan, one preferred stock purchase right will be distributed as a dividend on each outstanding share of the bank's common stock.
The plan goes into effect Jan. 17.
The move was designed to give Southern National's board greater flexibility in dealing with any unsolicited acquisition proposal, according to Southern National officials. They point out, however, that no one is attempting such a takeover at this time.
"The board of directors considered the future direction of the banking industry and the environment in which Southern National is operating," said John A. Allison, Southern National's chairman and chief executive. "The board concluded that a rights plan was an appropriate measure to protect the interests of the stockholders. The rights plan is not intended to prevent an acquisition of Southern National on terms that are favorable and fair to all stockholders," he added.
Several other bank holding companies have adopted similar plans, said B. Gloyden Stewart Jr., Southern National's senior vice president for investor relations. "It's a plain vanilla plan. We're just a little late," he added.
The rights issued Jan. 17 will expire in 10 years and will not be exercisable unless a group or individual acquires 20% or more of Southern National's common stock. And if the board of directors determines that someone who has acquired 10% or more of the company's common stock is acting as an "adverse person" with an intent to acquire, the rights will be invalid.
Each right would then allow the holder to purchase 1/100th of a share of a new series of preferred stock at an initial exercise price of $145.
R. Harold Schroeder, an analyst with Keefe, Bruyette & Woods Inc., said the company's actions make sense.
"It's doing what's best for the shareholders. In the event someone would try to take a position in the bank, this at least gives the shareholders and the bank the opportunity to protect themselves," Mr. Schroeder said. "In this day and age of acquisitions, you want to be in the best position to protect your bank."
Southern National, Winston-Salem, N.C., with $21.1 billion of assets, is the parent company of Branch Banking and Trust Co.