Magnachip Semiconductor LLC (MX)

[eastunder]

3/6/15 MagnaChip Adopts Shareholder Rights Plan
http://www.streetinsider.com/Press+Releases/MagnaChip+Adopts+Shareholder+Rights+Plan/10347882.html


SEOUL, South Korea and CUPERTINO, Calif., March 6, 2015 /PRNewswire/ -- The Board of Directors of MagnaChip Semiconductor Corporation ("MagnaChip" or the "Company") (NYSE: MX), a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, announced today that it has adopted a stockholder rights plan following evaluation and consultation with outside counsel.

The Board of Directors implemented the plan to ensure that all stockholders realize the long-term value of their investment. The rights plan is designed to reduce the likelihood that any person or group would gain control of the Company through open market accumulation without appropriately compensating the Company's stockholders for such control or allowing the Board and the stockholders sufficient time to make informed judgments. The rights plan will not prevent a takeover, but will incentivize anyone seeking to acquire the Company to negotiate with the Board of Directors before making a takeover attempt.

Pursuant to the plan, the Board of Directors declared a dividend of one preferred stock purchase right (a "Right") on each outstanding share of the Company's common stock as of March 16, 2015. If a person or group of affiliated or associated persons acquires beneficial ownership of 10% (or 20% in the case of a passive institutional investor) or more of the Company's common stock ownership (including any common stock in respect of certain derivative securities that increase in value as the value of the Company's common stock increases or that provide the holder with an opportunity to profit from any increase in the value of the Company's common stock, that are disclosed pursuant to a Schedule 13D or Schedule 13G under the Securities Exchange Act of 1934 or, if not disclosed on a Schedule 13D or Schedule 13G, if the Company's Board of Directors determines that such person is deemed to beneficially own the common stock in respect of such derivative securities) or commences a tender offer the consummation of which would result in ownership by a person or group of affiliated or associated persons of 10% (or 20% in the case of a passive institutional investor) or more of the common stock, subject to certain exceptions, the Rights would entitle the Company's stockholders, other than the acquirer and its affiliates and associates, the opportunity to purchase for each share of common stock owned, $24 worth of shares of the Company's common stock having a market value of twice such price. In addition, if the Company is acquired in a merger or other business combination transaction after a person or group acquires 10% (or 20% in the case of a passive institutional investor) or more of the Company's outstanding common stock, the Rights would entitle the Company's stockholders, other than the acquiror, the opportunity to purchase for each share of common stock owned, $24 worth of shares of the other party's common stock having a market value of twice such price.

Prior to the acquisition by a person or group of 10% (or 20% in the case of a passive institutional investor) or more of the Company's common stock, the Rights are redeemable for $0.001 per Right, subject to adjustment, at the option of the Board of Directors. The Rights will expire at the close of business on March 5, 2016. The Rights distribution is not taxable to stockholders.