GLOBAL EAGLE ENTERTAINMENT INC. ADOPTS SHAREHOLDER RIGHTS PLAN

LOS ANGELES, March 19, 2020 (GLOBE NEWSWIRE) -- Global Eagle Entertainment Inc. (Nasdaq: ENT) (“Global Eagle,” the “Company” or “we”), a leading provider of media, content, connectivity and data analytics to markets across air, sea and land, today announced that its Board of Directors (the “Board”) has adopted a Stockholder Rights Plan, effective March 19, 2020 (the “Rights Plan”), and declared a dividend distribution of one preferred share purchase right (the “Rights”) on each outstanding share of the Company’s Common Stock.  The Rights Plan will expire on December 31, 2020.

“The Board and management team are committed to the best interests of all of the Company’s stockholders,” commented Chairman of the Board Jeff Leddy. “The Board is undertaking this action consistent with its fiduciary duties.”

The Rights Plan is intended to promote the fair and equal treatment of all Global Eagle stockholders and ensure that no person or group can gain control of Global Eagle through open market accumulation or other tactics without paying a control premium and potentially disadvantaging the interest of all stockholders. The Rights Plan ensures that the Board has sufficient time to exercise its fiduciary duties to make informed judgments about the actions of third parties that may not be in the best interests of Global Eagle and its stockholders. The Rights Plan applies to all current and future stockholders, and is not intended to deter offers that are fair and otherwise in the best interest of the Company’s stockholders. The Rights Plan has not been adopted in response to any specific takeover bid or other proposal to acquire control of the Company.

The Rights Plan, which was adopted by the Board following evaluation and consultation with the Company’s advisors, is similar to plans adopted by numerous publicly traded companies.  With certain exceptions, under the Rights Plan, the Rights will become exercisable if a person or group becomes the beneficial owner of 20% or more of the Company’s outstanding Common Stock. Stockholders who beneficially owned 20% or more of Global Eagle’s outstanding common stock prior to the issuance of this press release will not trigger the exercisability of the Rights so long as they do not acquire beneficial ownership of any additional shares of common stock at a time when they still beneficially own 20% or more of such common stock, subject to certain exceptions as described in the Rights Plan. In the event that the Rights become exercisable due to the triggering ownership threshold being crossed, each Right will entitle its holder to purchase a number of shares of Common Stock or equivalent securities having a market value at that time of twice the Right’s purchase price.  Rights held by the triggering person or group will become void and will not be exercisable.