|By PR Newswire||
|December 31, 2012 02:25 PM EST||
DETROIT, Dec. 31, 2012 /PRNewswire/ -- Greektown Superholdings, Inc. ("Greektown" or the "Company") announced today that its Board of Directors has adopted a Shareholder Rights Plan.
The Rights Plan is intended to protect Greektown and its stockholders from efforts to obtain control of Greektown that the Board of Directors determines are not in the best interests of Greektown and its stockholders, and to enable all stockholders to realize the long-term value of their investment in Greektown. In general terms, it works by imposing a significant penalty upon any person or group that acquires 25% or more of the voting capital stock of the Company without approval of the Board of Directors or without entering a Minority Shareholder Protection Agreement (described below).
Under the Shareholder Rights Plan, common share purchase rights will be distributed as a dividend at the rate of one Right for (a) each share of capital stock issued and outstanding on the record date, which will be the close of business on January 15, 2013, (b) each share of preferred stock issuable upon exercise of the Company's outstanding warrants to purchase preferred stock and (c) each share of preferred stock that has been accrued as a dividend upon the Company's outstanding preferred stock. The distribution/payment date of the Rights dividend will be January 24, 2013, but such distribution/payment date may be delayed or suspended if required by the Michigan Gaming Control Board.
The Company believes that the distribution/payment of the Rights dividend does not contravene any Michigan Gaming Control Board order or any regulation, but has requested guidance from the staff of the Michigan Gaming Control Board.
Each Right entitles the holder to purchase from the Company three-quarters (0.75) of a share of Series A-1 Common Stock of the Company initially at a price equal to the current market value of three-quarters of a share of Series A-1 Common Stock. The Rights will continue to be represented by, and trade with, the Company's capital stock certificates unless the Rights become exercisable.
The Rights generally will be exercisable only if a person or group acquires beneficial ownership of 25% or more of the Company's voting stock, or commences a tender or exchange offer that, upon consummation, would result in a person or group owning 25 percent or more of the Company's voting stock. A person that otherwise would cause the Rights to become exercisable by exceeding these thresholds can avoid causing the Rights to become exercisable by signing a Minority Shareholder Protection Agreement in the form attached to the Shareholder Rights Plan. Existing shareholders that hold more than the 25% threshold may avoid triggering the exercisability of the Rights by complying with the covenants in the Minority Shareholder Protection Agreement.
The Minority Shareholder Protection Agreement provides that the signing shareholder and its affiliates (1) is only entitled to nominate, whether directly or indirectly, less than 50% of the board of directors of the Company and with respect to votes for directors other than their nominees for less than 50% of the board of directors the signing shareholder must cast its votes in the same proportion as the votes not controlled by the signing shareholder, (2) may not engage in transactions with the Company (including mergers and other transactions to extract value from its relationship with the Company) without approval of the majority of the members of the board of directors who are not nominated by the signing shareholder and its affiliates and approval of 2/3rds of the votes of shareholders other than the signing shareholder and its affiliates, and (3) will only be allowed to cast 29.9% of the total votes of the Company's capital stock with respect to any matter other than the election of directors (votes above 29.9% controlled by the signing shareholder and its affiliates would be cast in the same proportion as the votes not controlled by the signing shareholder). Additionally, the Minority Shareholder Protection Agreement provides for a standstill to prevent the acquisition of additional shares by the signing shareholder and its affiliates.
Under certain circumstances, the Rights may be redeemed for $0.00001 per right at the option of the Board of Directors. If not redeemed, the Rights will expire on December 30, 2015.
Generally, if the Rights become exercisable, then each stockholder, other than the stockholder whose acquisition has caused the rights to become exercisable, is entitled to purchase three-quarters of a share of a Series A-1 Common Stock for each right owned, at a purchase price equal to 50% of the then current market value of three-quarters of a share of Series A-1 Common Stock. In addition, if, after the Rights become exercisable, the Company is acquired in a merger or other business combination, or 50% or more of its assets or earning power are sold, each Right will entitle the holder to purchase, for a purchase price equal to the then current market value of a share of Series A-1 Common Stock, a number of shares of common stock of the entity engaging in the transaction obtained by dividing the then current market value for three-quarters of a share of Series A-1 Common Stock by 50% of the then-current market value of the common stock of the entity engaging in such transaction.
In addition to the adoption of the Shareholder Rights Plan, the Greektown Board of Directors has adopted amendments to the Company's bylaws adding certain procedural requirements to action of stockholders by majority consents, providing that only the chairman of the Board of Directors, the chief executive officer or a majority of the Board of Directors have the right to call special meetings of the stockholders, fixing the minimum number of directors of the Board of Directors at seven, and providing that bylaws may be amended only by action of a majority of the Board of Directors or a vote of stockholders having at least two-thirds of the voting power of the outstanding capital stock.
Details regarding the Shareholder Rights Plan and the bylaw amendments will be contained in a Form 8-K to be filed by Greektown with the U.S. Securities and Exchange Commission.
About Greektown Superholdings, Inc.
Greektown Superholdings, Inc. operates, through its subsidiaries, the Greektown Casino-Hotel. Located in the heart of Detroit's Greektown Dining and Entertainment District, Greektown Casino-Hotel opened on November 10, 2000. Greektown Casino-Hotel offers such amenities as Asteria, The Fringe, Shotz Sports Bar & Grill, Bistro 555, Brizola and a VIP lounge for players. Greektown Casino-Hotel opened its 400-room hotel tower in February 2009 and became the first Michigan casino to debut a smartphone application. For more information, visit greektowncasinohotel.com.
SOURCE Greektown Superholdings, Inc.
"eFolder does a lot of different things but we protect data and we are focused on protecting data no matter where it resides," explained Carlo Tapia, Product Marketing Manager at eFolder, in this SYS-CON.tv interview at Cloud Expo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 1, 2015 04:00 PM EST
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Dec. 1, 2015 04:00 PM EST Reads: 506
Cloud computing is unquestionably one of the driving forces of DevOps, as the automation of operations transforms enterprise software development. DevOps, however, is more than a technology trend, as it represents a move toward silo-busting, self-organizing horizontal teams that drive business velocity. At the same time, enterprise Digital Transformation represents an upheaval across the enterprise, as customer preferences and behavior drive enterprise technology decisions. This transformation ...
Dec. 1, 2015 03:45 PM EST
Most of the IoT Gateway scenarios involve collecting data from machines/processing and pushing data upstream to cloud for further analytics. The gateway hardware varies from Raspberry Pi to Industrial PCs. The document states the process of allowing deploying polyglot data pipelining software with the clear notion of supporting immutability. In his session at @ThingsExpo, Shashank Jain, a development architect for SAP Labs, discussed the objective, which is to automate the IoT deployment proces...
Dec. 1, 2015 03:00 PM EST Reads: 146
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
Dec. 1, 2015 03:00 PM EST Reads: 385
DevOps is about increasing efficiency, but nothing is more inefficient than building the same application twice. However, this is a routine occurrence with enterprise applications that need both a rich desktop web interface and strong mobile support. With recent technological advances from Isomorphic Software and others, rich desktop and tuned mobile experiences can now be created with a single codebase – without compromising functionality, performance or usability. In his session at DevOps Su...
Dec. 1, 2015 02:45 PM EST Reads: 448
In demand-intensive mobile and web applications, an emerging pattern is to host the Systems of Engagement in the cloud (for maximum responsiveness) but keep the Systems of Record with the other important business systems in the company datacenter, often on a tightly secured mainframe. But what about the space in between? In this IBM Redpaper publication, we show that the IBM Bluemix cloud platform offers technologies that make it easy for cloud-based SoEs to securely connect to on-premises IBM...
Dec. 1, 2015 02:45 PM EST
As organizations realize the scope of the Internet of Things, gaining key insights from Big Data, through the use of advanced analytics, becomes crucial. However, IoT also creates the need for petabyte scale storage of data from millions of devices. A new type of Storage is required which seamlessly integrates robust data analytics with massive scale. These storage systems will act as “smart systems” provide in-place analytics that speed discovery and enable businesses to quickly derive meaningf...
Dec. 1, 2015 02:15 PM EST Reads: 452
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
Dec. 1, 2015 02:00 PM EST Reads: 549
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
Dec. 1, 2015 01:45 PM EST Reads: 358
OpsHub, Inc. has announced enhanced support for DevOps and Migration for both Team Foundation Server and Visual Studio On-line in a heterogeneous environment. With added support for build and release entities in OpsHub Integration Manager (OIM) Microsoft customers can now leverage Visual Studio build and release services to manage DevOps processes in a heterogeneous environment. With the enhanced support customers can manage the DevOps process in Team Foundation Server while undertaking activit...
Dec. 1, 2015 01:42 PM EST
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
Dec. 1, 2015 01:15 PM EST Reads: 310
SYS-CON Events announced today that Catchpoint, a global leader in monitoring, and testing the performance of online applications, has been named "Silver Sponsor" of DevOps Summit New York, which will take place on June 7-9, 2016 at the Javits Center in New York City. Catchpoint radically transforms the way businesses manage, monitor, and test the performance of online applications. Truly understand and improve user experience with clear visibility into complex, distributed online systems.Founde...
Dec. 1, 2015 12:15 PM EST Reads: 101
In recent years, at least 40% of companies using cloud applications have experienced data loss. One of the best prevention against cloud data loss is backing up your cloud data. In his General Session at 17th Cloud Expo, Sam McIntyre, Partner Enablement Specialist at eFolder, presented how organizations can use eFolder Cloudfinder to automate backups of cloud application data. He also demonstrated how easy it is to search and restore cloud application data using Cloudfinder.
Dec. 1, 2015 12:00 PM EST Reads: 234
With all the incredible momentum behind the Internet of Things (IoT) industry, it is easy to forget that not a single CEO wakes up and wonders if “my IoT is broken.” What they wonder is if they are making the right decisions to do all they can to increase revenue, decrease costs, and improve customer experience – effectively the same challenges they have always had in growing their business. The exciting thing about the IoT industry is now these decisions can be better, faster, and smarter. Now ...
Dec. 1, 2015 12:00 PM EST Reads: 312