Dolan Media boosts requirements for a company buyout in amended shareholder rights plan

Dolan Media amends shareholder rights plan

MINNEAPOLIS — Legal newspaper publisher Dolan Media said Monday it made several changes to its shareholder rights plan, which included raising the percentage of share ownership a person have before attempting a buyout.

“We designed this plan strictly as a precautionary measure to protect the company and our stockholders from potentially coercive takeover practices and to prevent any acquirer from taking control of the company without offering a fair price to our stockholders,” said CEO James Dolan in a statement.

Potential buyers must now own 20 percent of the company, rather than 15 percent, before trying to buy the company in its entirety.

Dolan also added a “qualified offer” provision to the shareholder rights plan. When the company receives a buyout offer that meets certain criteria, holders of 10 percent of Dolan’s stock can call for a special board meeting to declare the offer exempt from other terms of the shareholder rights agreement.

A qualified offer could be cash, stock or a mix of the two and would represent a “reasonable” premium over the highest share price in the preceding 18 months. Among other conditions, the would-be acquirer would have to agree in writing to keep the offer open for at least 120 business days, and at least 10 days after a special meeting of the board and 15 days after an increase in the offering price.

Shareholders will be asked to ratify the changes at the company’s annual meeting, set for May 26.

Also, the contract will also expire on Jan. 29, 2013, six years sooner than originally stated

Shares of Dolan Media Co. rose 5 cents to $10 in midday trading.