Perion Network Adopts Limited Duration Shareholder Rights Plan to Protect Shareholders and Maximize Long-Term Value
Perion Network Ltd. (NASDAQ and TASE: PERI), a global leader in advanced advertising technology, has announced the adoption of a limited duration shareholder rights plan (the “Rights Plan”) by its Board of Directors. This strategic move is designed to safeguard the interests of Perion’s shareholders and ensure they realize the full potential value of their investment. The Rights Plan underscores Perion’s commitment to protecting its shareholders from opportunistic acquisitions while enabling the Board to make informed, strategic decisions that align with the company’s long-term growth strategy.
Why Perion Adopted the Rights Plan
Perion’s management and Board believe the company’s current share price does not adequately reflect its intrinsic value or its promising long-term growth prospects. As a prominent player in the AdTech ecosystem, Perion’s innovative technology, robust offerings, and talented team make it an attractive acquisition target for industry participants who understand the company’s potential. However, without proper safeguards, there is a risk that entities, persons, or groups could gain control of Perion at an undervalued price through open-market transactions or other means of share accumulation.
The Rights Plan is intended to prevent such opportunistic takeovers by ensuring that any attempts to acquire significant influence over the company are conducted transparently, fairly, and with appropriate compensation for all shareholders. Importantly, the Rights Plan is not designed to deter legitimate interest in Perion but rather to encourage constructive engagement with the Board and management. It empowers the Board to fulfill its fiduciary duties by providing sufficient time to evaluate proposals and act in the best interests of the company and its shareholders.
How the Rights Plan Works
The Rights Plan is similar to those adopted by other publicly traded companies and includes key provisions to protect shareholder value:
- Issuance of Rights:
Perion will issue one right for each ordinary share outstanding as of the close of business on April 14, 2025. These rights will generally become exercisable only if an entity, person, or group acquires 13% or more of Perion’s outstanding ordinary shares in a transaction not approved by the Board. - Exercise Provisions:
If a triggering event occurs, each holder of a right (other than the acquiring entity, person, or group) would have the right to purchase 0.5 ordinary shares at a purchase price of $0.01 per share. This mechanism effectively dilutes the ownership stake of the acquiring party, making hostile takeovers significantly more challenging and costly. - Board Discretion:
At any time after an entity, person, or group acquires 13% or more of Perion’s shares, the Board may choose to exchange 0.5 ordinary shares for each outstanding right (excluding rights owned by the triggering party, which would become void). This flexibility allows the Board to respond appropriately to specific circumstances while prioritizing shareholder interests. - Expiration Date:
The Rights Plan is temporary and will expire on April 2, 2026, unless earlier terminated or redeemed by the Board. This limited duration ensures that the plan remains focused on addressing immediate risks without imposing long-term restrictions.
Aligning with Shareholder Interests
Perion’s Board and management remain fully committed to executing the company’s long-term growth strategy and delivering sustained value to shareholders. The Rights Plan is a proactive measure to protect against undervalued acquisitions while fostering an environment where potential acquirers must engage constructively and transparently. By adopting this plan, Perion ensures that any proposal to acquire or influence the company reflects its true intrinsic value and aligns with the best interests of all shareholders.
“The adoption of the Rights Plan is a testament to our dedication to protecting shareholder value,” said Perion’s leadership. “We believe our current share price does not accurately represent the company’s true worth or its future potential. This plan will provide our Board with the necessary tools to assess any proposals thoughtfully and ensure that all shareholders are treated fairly.”
A Common Practice Among Public Companies
The implementation of shareholder rights plans like Perion’s is a widely accepted practice among publicly traded companies. Such plans are designed to level the playing field during acquisition attempts, giving boards the ability to negotiate fair terms and avoid rushed decisions that could undermine shareholder value. By adopting the Rights Plan, Perion joins a growing list of companies taking proactive steps to protect their stakeholders while maintaining flexibility for legitimate opportunities.
Additional Information
For more details about the Rights Plan, shareholders and interested parties can refer to the Form 6-K filed by Perion with the U.S. Securities and Exchange Commission. This document provides comprehensive information about the plan’s terms, conditions, and rationale, ensuring transparency for all stakeholders.
About Perion Network Ltd.
Perion is helping agencies, brands and retailers get better results with their marketing investments by providing advanced technology across digital channels. Through the Perion One platform, we are making digital advertising more effective by building solutions that continuously adapt to connect the dots between data, creative and channels.
