Market Overview

GCP Applied Technologies Inc. Adopts Stockholder Rights Plan


Plan Does Not Apply to Fully-Financed Offers that Treat All
Stockholders Equally

GCP's Board Continues Recently Announced Evaluation of Strategic

GCP Applied Technologies Inc. (NYSE:GCP) ("GCP") announced today that
its Board of Directors has adopted a stockholder rights plan and
declared a dividend distribution of one preferred share purchase right
on each outstanding share of GCP common stock.

The adoption of the rights plan is intended to enable all GCP
stockholders to realize the full potential value of their investment in
GCP and to protect GCP and its stockholders from efforts to obtain
control of GCP that are inconsistent with the best interests of GCP and
its stockholders. The GCP Board adopted the rights plan in response to a
recent rapid and significant accumulation of GCP's outstanding common
stock by 40 North Management (together with its affiliates, "40 North"),
GCP's largest stockholder, and the possibility that 40 North will
accumulate a potentially controlling position in GCP without paying a
control premium to all stockholders. 40 North has previously received
clearance under the Hart-Scott-Rodino Act allowing it to acquire up to
almost 50% of GCP's common stock. On March 14, 2019, 40 North notified
GCP, and on March 15, 2019 publicly disclosed, that 40 North has
acquired approximately seven million additional shares of GCP common
stock to bring its total beneficial ownership percentage to 24.6% of
GCP's outstanding common stock.

The rights plan also provides the GCP Board with time to make informed
decisions that are in the best interests of GCP and its stockholders and
does not deter the GCP Board from considering any offer that is fair and
otherwise in the best interests of GCP stockholders. The rights plan
provides several recognized stockholder-friendly features, including a
one-year term and an exception for fully financed offers that are open
for at least 60 business days, are made for all GCP shares and treat all
stockholders equally.

Ronald C. Cambre, Chairman of GCP's Board of Directors, said, "We
adopted the rights plan to ensure all stockholders have the ability to
realize the value of their investment and have a voice in the future of
GCP. The Board believes that it is in the best interests of all GCP
stockholders to guard against efforts to obtain control of GCP without
paying all stockholders a control premium, especially as the Board
continues the process of evaluating strategic alternatives that we
announced on February 27, 2019."

The rights will be exercisable only if a person or group acquires 15% or
more of GCP's outstanding common stock. If a stockholder's beneficial
ownership of GCP's common stock as of the time of this announcement of
the rights plan and associated dividend declaration is at or above 15%
(including through entry into certain derivative positions), that
stockholder's existing ownership percentage would be grandfathered, but
the rights would become exercisable if at any time after this
announcement the stockholder increases its ownership percentage by
0.001% or more. Each right will entitle stockholders to buy one
one-hundredth of a share of a new series of junior participating
preferred stock at an exercise price of $150.

If a person or group acquires beneficial ownership of 15% or more of
GCP's outstanding common stock (subject to the grandfathering provision
described above), each right will entitle its holder (other than such
person or members of such group) to purchase for $150, a number of
shares of GCP's common stock having a market value of twice such price.
In addition and subject to the grandfathering provision described above,
at any time after a person or group acquires beneficial ownership of 15%
or more of GCP's outstanding common stock (unless such person or group
acquires 50% or more), GCP's Board of Directors may exchange one share
of GCP's common stock for each outstanding right (other than rights
owned by such person or group, which would have become void). Under the
rights plan, the definition of "beneficial ownership" includes
derivative securities. The acquiring persons will not be entitled to
exercise the rights.

Prior to the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock (subject to the grandfathering
provision described above), the rights are redeemable for $0.01 per
right at the option of the Board of Directors.

The dividend distribution will be made on March 25, 2019, payable to
stockholders of record on that date, and is not taxable to stockholders
for U.S. federal income tax purposes.

The rights plan is effective immediately and will expire on March 14,

The rights plan and a summary of its terms will be filed with the
Securities and Exchange Commission.


Evercore is serving as GCP's financial advisor and Wachtell, Lipton,
Rosen & Katz is serving as legal advisor.

About GCP Applied Technologies

GCP is a leading global provider of construction products technologies
that include additives for cement and concrete, the VERIFI® in-transit
concrete management system, high-performance waterproofing products, and
specialty systems. GCP products have been used to build some of the
world's most renowned structures. More information is available at

Cautionary Statements Regarding Forward-Looking Information

This release includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on the current expectations or beliefs of
management of GCP, and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from those expressed
or implied by the statements herein due to changes in economic,
business, competitive, technological and/or regulatory factors, and
other factors affecting the operation of the businesses of GCP. More
detailed information about these factors may be found in filings made by
GCP with the Securities and Exchange Commission, including Annual
Reports on For 10-K and Quarterly Reports on Form 10-Q. GCP is under no
obligation to, and expressly disclaims any such obligation to, update or
alter forward-looking statements, whether as a result of new
information, future events, or otherwise.

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