Woodward Implements Actions in Response to the Economic Impact of COVID-19 and Adopts Stockholder Rights Plan - Seite 2

As part of the original merger announcement, Mr. Gendron, 59, had announced his intention to retire one year following the closing of the merger with Hexcel. With the termination of the merger agreement, Mr. Gendron no longer plans to retire and will continue to serve in his current capacity.

Mr. Gendron concluded, “We believe the steps we are taking, while unfortunate and challenging, will enable us to exit this crisis with momentum while continuing to invest in our future and drive world-class technology through this period of global uncertainty. Woodward has faced many challenges over our 150-year history and, as with previous downturns, we believe we have the ability to emerge from this crisis an even stronger company.”

Stockholder Rights Plan

Woodward today also announced that its Board of Directors has adopted a limited duration stockholder rights plan (the “Rights Plan”), and declared a dividend distribution of one preferred share purchase right under the Rights Plan on each outstanding share of Woodward common stock. The Rights Plan is being adopted in response to the extraordinary business and market dislocations resulting from COVID-19 and the actions taken to contain it, as well as the termination of the Company’s merger-of-equals agreement with Hexcel Corporation as announced today, and not in response to any specific takeover threat.

Mr. Gendron said, “We are focused on strengthening our business during this time of significant market uncertainty and economic disruption, and our board of directors believes this rights plan is in the best interests of Woodward stockholders by ensuring fair and equal treatment in the event of any proposed takeover of Woodward and preventing opportunistic attempts at takeovers on coercive or unfair terms or other attempts to exert control over Woodward.”

The Rights Plan is similar to stockholder rights plans recently adopted by other public companies, and is intended to enable all Woodward stockholders to realize the long-term value of their investment in Woodward. The rights should encourage anyone seeking to acquire Woodward to negotiate with the Board prior to attempting a takeover.

Under the Rights Plan, stockholders will receive one right for each share of Woodward common stock held on April 16, 2020. If the rights become exercisable, each right will entitle stockholders (other than such acquiring person or group) to buy one one-thousandth of a share of a new series of participating preferred stock at an exercise price of $480.00 per right.