GCP answers investor with stockholder rights plan

The board of GCP Applied Technologies Inc., Cambridge, Mass., has adopted a stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of company common stock. The move responds to large blocks of shares changing hands during the first quarter, netting one New York hedge fund sponsor, 40 North Management LLC, a 24.6 percent ownership stake.

40 North has obtained clearance to acquire up to a 50 percent GCP position. It is affiliated with a New York holding company, Standard Industries, whose North American and overseas businesses include GAF, BMI Group, Siplast and SGI—each with a presence in asphalt, clay or concrete roofing systems and related raw materials.

The rights plan hinges on a future investor acquiring a 15 percen or greater ownership stake. “We adopted the plan to ensure all stockholders have the ability to realize the value of their investment and a voice in the future of GCP. The Board believes that it is in the best interests of all 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,” says GCP Chairman Ronald Cambre.

Investors were informed earlier this year that directors and management are evaluating “all strategic, financial and operational alternatives, which may include the sale of GCP, a strategic business combination, continued execution of our business plan, or some combination of these, all with a view to maximizing value for shareholders.”