Lifeway Foods Extends Existing Shareholder Rights Plan
Lifeway Foods (Nasdaq: LWAY) announced that its Board approved an amendment to extend the Company's existing Shareholder Rights Agreement for one year, moving the expiration to October 29, 2026. All other terms remain unchanged.
The Board said it extended the Rights Plan due to highly concentrated share ownership and the potential for a substantial number of shares to become available for sale, which it believes could enable acquisition of de facto control without a control premium. The extension is not in response to any specific takeover proposal. The company said further details will be filed on Form 8-K. Evercore and Sidley Austin are serving as advisor and counsel.
- Rights plan extended by one year to October 29, 2026
- Measure intended to protect shareholders from control without premium
- Company to file Form 8-K with further details
- Board cites highly concentrated share ownership, signaling control risk
- Potential near-term sale of a substantial block of shares noted
Insights
Lifeway extends its shareholder rights plan one year to
Lifeway Foods amended its existing Shareholder Rights Agreement to extend the expiration by one year while keeping all other terms unchanged. The Board cited the company’s highly concentrated share ownership and the prospect that material shares may become available for sale under existing agreements and registration obligations. The extension is explicitly not in response to any specific takeover proposal.
The measure functions as a defensive tool to require a control premium before a change of control, by diluting an acquiror under specified triggers. Its near-term effect depends on share movements and any activist or strategic approaches; the extension preserves the Board’s tactical options but may also deter unsolicited transactions.
Watch the forthcoming Form 8-K for full terms, and monitor announcements about large-holder dispositions or scheduled share releases. The Rights Plan now runs until
The Board determined to extend the Rights Plan based on its belief that the Company and its shareholders remain vulnerable to the acquisition of actual or de facto control by one or more shareholders without paying a control premium to other shareholders. In reaching its decision, the Board noted Lifeway's highly concentrated share ownership, which could enable a shareholder or group of shareholders to gain de facto control if additional shares are acquired or if other large holders dispose of their shares. The Board also considered the potential for a substantial number of shares to become available for sale in the near term under the Company's existing agreements and registration obligations, which could increase the likelihood of an accumulation of control without fair compensation to all shareholders.
The Rights Plan is intended to ensure that all Lifeway shareholders have the opportunity to realize the full value of their investment and to protect against tactics that could result in a transfer of control without the payment of a premium. The extension of the Rights Plan is not in response to any specific takeover proposal.
Unless earlier redeemed, terminated or exchanged pursuant to the Rights Plan, the rights will expire on October 29, 2026.
Further details about the Rights Plan will be contained in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.
Evercore is serving as a financial advisor to Lifeway, and Sidley Austin LLP is serving as legal counsel to Lifeway.
About Lifeway Foods, Inc.
Lifeway Foods, Inc., which has been recognized as one of America's Growth Leaders by TIME, as Dairy Foods' Processor of the Year 2025 and one of Forbes' Best Small Companies, is America's leading supplier of the probiotic, fermented beverage known as kefir. In addition to its line of drinkable kefir, the Company also produces a variety of cheeses and a ProBugs® line for kids. Lifeway's tart and tangy fermented dairy products are now sold across
Contact:
Derek Miller
Vice President of Communications, Lifeway Foods
derekm@lifeway.net
Perceptual Advisors
Dan Tarman
Email: dtarman@perceptualadvisors.com
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SOURCE Lifeway Foods, Inc.
FAQ
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