Spok Holdings Announces It Is Conducting A Strategic Alternatives Review
September 02, 2021
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Spok Holdings, Inc. (NasdaqGS:SPOK) announced its Board of Directors (the “Board” or the “Spok Board”), with the assistance of financial and legal advisors, recently initiated a review of the Company’s strategic alternatives to evaluate potential transactions, including a sale of the Company, and other actions that would maximize value for shareholders. Spok’s strategic review process has been ongoing for several weeks, following the receipt of multiple private expressions of interest in acquiring all or part of the Company. The Company determined to announce its review process to provide full transparency to all interested parties, including the Company’s shareholders, in light of the public expression of interest in acquiring Spok, and the rapid accumulation of more than 5% of Spok’s outstanding stock, by Acacia Research Corporation and its partner, Starboard Value L.P. (“Acacia”). The Board will invite Acacia to participate in the ongoing strategic review process on equal footing with other interested parties. After market hours on September 2, 2021, the Board unanimously approved the adoption of a limited-duration shareholder rights plan (the “Rights Plan”) and declared a distribution of one right (“Right”) for each outstanding share of common stock. The Rights Plan is effective immediately and will expire on August 31, 2022, unless earlier terminated pursuant to the Rights Plan. The record date for the Rights distribution is September 17, 2021. The Rights Plan has been adopted in order to ensure the Board can conduct an orderly review of strategic alternatives. The Rights Plan will not preclude the Spok Board from considering an offer that is fair and in the best interests of Spok shareholders.
Spok Holdings, Inc., through its wholly owned subsidiary Spok, Inc., is engaged in healthcare communications. The Company offers a suite of unified clinical communication and collaboration solutions that include call center applications, clinical alerting and notifications, one-way and advanced two-way wireless messaging services, mobile communications, and public safety solutions. It offers its services and products to three market segments: healthcare, government, and large enterprise. Its one-way messaging consists of numeric and alphanumeric messaging services. Its two-way messaging services enable subscribers to send and receive messages to and from other wireless messaging devices, including pagers, personal digital assistants, and personal computers. The Company also offers voice mail, personalized greetings, message storage and retrieval, and equipment loss and/or maintenance protection to both one-way and two-way messaging subscribers.