Viad Corp Declares Dividend Distribution of Preferred Stock Purchase Rights

The Viad Corp (NYSE: VVI) Board of Directors announced today that it has adopted a short-term stockholder rights plan, which is scheduled to expire on February 28, 2021.

In light of the recent market volatility, our Board believes that the rights plan will help promote the fair and equal treatment of all Viad shareholders and ensure that the Board remains in the best position to discharge its fiduciary duties to the Company and shareholders. The rights plan will guard against efforts to capitalize on recent macroeconomic conditions, including open market accumulations and other coercive tactics, aimed at gaining control of the Company without paying all shareholders a full control premium for their shares. The rights are not being distributed in response to any specific effort to acquire or influence control of the Company.

Under the plan, one preferred stock purchase right will be distributed for each share of common stock held by shareholders of record on April 13, 2020. Under certain circumstances, each right will entitle shareholders to buy one one-hundredth of a share of Viad’s Junior Participating Preferred Stock at an exercise price of $115.00. Our Board will be able to redeem the rights at $0.01 per right at any time before a person or group acquires 10% (20% in the case of a passive institutional investor) or more of the outstanding common stock. The rights will expire on February 28, 2021, subject to Viad’s right to extend the date, unless the Company redeems, exchanges, or terminates the rights earlier.

Subject to limited exceptions, if a person or group acquires 10% (20% in the case of a passive institutional investor) or more of the Company’s common stock (including shares that are synthetically owned pursuant to derivative transactions or ownership of derivative securities) or announces a tender offer, and the consummation of that offer would result in such ownership (we refer to such a person or group as an “acquiring person”), each right will entitle its holder to purchase, at the right’s then-current exercise price, a number of shares of common stock having a market value at that time of twice the right’s exercise price. Rights held by the acquiring person will become void and will not be exercisable. If the Company is acquired in a merger or other business combination transaction that has not been approved by our Board after the rights become exercisable, each right will entitle its holder to purchase, at the right’s then-current exercise price, a number of shares of the acquiring company’s common stock having a market value at that time of twice the right’s exercise price.