Bridge Capital Holdings Announces Shareholder Rights Plan
2008-08-22 15:30:00
SAN JOSE, CA–(EMWNews – August 22, 2008) – Bridge Capital Holdings (
sole subsidiary is Bridge Bank, National Association, Silicon Valley’s
professional business bank, announced today that it has adopted a
Shareholder Rights Plan and declared a dividend distribution of one Right
for each outstanding share of the Company’s common stock. The plan is
designed to discourage takeovers that involve abusive tactics or do not
provide fair value to shareholders. The record date for the distribution
is September 2, 2008.
Each Preferred Share Purchase Right will entitle shareholders to buy one
one-hundredth of a share of the Company’s Series A Participating Preferred
Stock at an exercise price of $100.00. Each one one-hundredth of a share
of such Preferred Stock is intended to be the economic equivalent of one
share of the Company’s common stock. After a person or group acquires 10%
or more of the outstanding common stock or announces a tender offer, the
consummation of which would result in ownership by a person or group of 10%
or more of the outstanding common stock, the Rights will become exercisable
by persons other than the acquiring person, unless the Board of Directors
has approved the transaction in advance. Prior to the acquisition by a
person or group of 10% or more of the outstanding common stock, the Rights
are redeemable for $0.001 per Right at the option of the Board of
Directors. The Rights will expire on August, 21, 2018.
Daniel P. Myers, President and Chief Executive Officer, stated that, “The
adoption of the Shareholder Rights Plan is part of an ongoing effort by the
Board to protect and maximize the value of the shareholders’ investment in
the Company and to give them the optimum opportunity to participate in the
long-term value of the Company. After several months of consideration, the
Board determined that adopting the Shareholder Rights Plan is an effective
and reasonable method to safeguard the interests of our shareholders. We
are focused on building value for our shareholders, and our intent is to
continue our strategy. The purpose of the Shareholder Rights Plan is to
enable the Company to continue moving forward with these plans without
being subject to the distraction caused by tactics which may not maximize
value for all of our shareholders.”
About Bridge Capital Holdings
Bridge Capital Holdings is the holding company for Bridge Bank, National
Association. Bridge Capital Holdings was formed on October 1, 2004 and
holds a Global Select listing on The NASDAQ Stock Market under the trading
symbol BBNK. Visit Bridge Capital Holdings on the web at
www.bridgecapitalholdings.com.
About Bridge Bank, N.A.
Bridge Bank, N.A. is Silicon Valley’s full-service professional business
bank. The Bank is dedicated to meeting the financial needs of small,
middle-market, and emerging technology businesses. Bridge Bank provides
its clients with a comprehensive package of business banking solutions
delivered through experienced, professional bankers. Visit Bridge Bank on
the web at www.bridgebank.com.
Forward Looking Statements
In addition to historical information, this release includes
forward-looking statements, which reflect management’s current expectations
for Bridge Capital Holdings’s future financial results, business prospects
and business developments. Management’s expectations for Bridge Capital
Holdings’s future necessarily involve assumptions, estimates and the
evaluation of risks and uncertainties. Various factors could cause actual
events or results to differ materially from those expectations. The
forward-looking statements contained herein represent management’s
expectations as of the date of this release. Bridge Capital Holdings
undertakes no obligation to release publicly the results of any revisions
to the
forward-looking statements included herein to reflect events or
circumstances after today, or to reflect the occurrence of unanticipated
events. For those statements, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
This press release contains forward looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and as such, may involve risks and uncertainties. Forward-looking
statements, which are based on certain assumptions and describe future
plans, strategies, and expectations, are generally identifiable by the use
of words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“project,” or similar expressions. These forward-looking statements relate
to, among other things, expectations of the business environment in which
the Company operates, projections of future performance, potential future
performance, potential future credit experience, perceived opportunities in
the market, and statements regarding the Company’s mission and vision. The
Company’s actual results, performance, and achievements may differ
materially from the results, performance, and achievements expressed or
implied in such forward-looking statements due to a wide range of factors
which are set forth in our annual report on Form 10-K on file with the SEC.