NASHVILLE, Tenn.--(BUSINESS WIRE)--Aug. 12, 2008--Gaylord
Entertainment Company (NYSE: GET) (the "Company") announced that its
Board of Directors adopted a shareholder rights plan on August 12,
2008. The shareholder rights plan is designed to protect against any
potential future use of coercive or abusive takeover techniques
designed to gain control of the Company without full and fair value
being paid to all of the Company's shareholders. The shareholder
rights plan, which was adopted following evaluation and consultation
with outside advisors, is similar to those adopted by numerous
publicly traded companies and is reasonable and appropriate in light
of recent stock accumulations by certain of the Company's
shareholders.
In connection with the adoption of the shareholder rights plan,
the Company's Board of Directors declared a dividend of one right for
each share of the Company's common stock held by shareholders of
record as of the close of business on August 25, 2008. Initially,
these rights will not be exercisable and will trade with the shares of
the Company's common stock. Under the plan, these rights will
generally be exercisable only if a person or group acquires beneficial
ownership of 15 percent or more of the Company's common stock or
commences a tender or exchange offer for 15 percent or more of the
Company's common stock. If a person or group acquires beneficial
ownership of 15 percent or more of the Company's common stock, each
right will generally entitle the holder, other than the acquiring
person or group, to acquire, for the exercise price of $95.00 per
right (subject to adjustment as provided in the plan), shares of the
Company's common stock (or in certain circumstances, shares of a newly
created class of preferred stock authorized in connection with the
adoption of the plan) having a market value equal to twice the right's
then-current exercise price. In addition, if, after a person acquires
such ownership, the Company engages in a merger in which it is not the
survivor or its common stock is changed or exchanged, or sells or
transfers more than 50 percent of its assets or earning power, each
right will generally entitle the holder, other than the acquiring
person or group, to acquire, for the exercise price of $95.00 per
right (subject to adjustment as provided in the plan), shares of the
acquiring company's common stock having a market value equal to twice
the right's then-current exercise price.
The Company's Board of Directors may redeem the rights at a price
of $.001 per right at any time up to ten days after a person or group
acquires beneficial ownership of 15 percent or more of the Company's
common stock. The rights plan will continue in effect until August 12,
2011, unless earlier redeemed or amended by the Company.
Shareholders are not required to take any actions to receive the
rights distribution. Until the rights become exercisable, outstanding
stock certificates will represent both shares of the Company's common
stock and the rights.
The full text of the shareholder rights plan will be filed with
the Securities and Exchange Commission on a Current Report on Form
8-K.
For answers to frequently asked questions, click HERE.
About Gaylord Entertainment
Gaylord Entertainment Company (NYSE: GET), a leading hospitality
and entertainment company based in Nashville, Tenn., owns and operates
Gaylord Hotels (www.gaylordhotels.com), its network of upscale,
meetings-focused resorts, and the Grand Ole Opry (www.opry.com), the
weekly showcase of country music's finest performers for more than 80
consecutive years. The Company's entertainment brands and properties
include the Radisson Hotel Opryland, Ryman Auditorium, General Jackson
Showboat, Gaylord Springs Golf Links, Wildhorse Saloon, and WSM-AM.
For more information about the Company, visit
www.GaylordEntertainment.com.
This press release contains statements as to the Company's beliefs
and expectations of the outcome of future events that are
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to
differ materially from the statements made. These include the risks
and uncertainties associated with economic conditions affecting the
hospitality business generally, the timing of the opening of new hotel
facilities, increased costs and other risks associated with building
and developing new hotel facilities, the geographic concentration of
our hotel properties, business levels at the Company's hotels, our
ability to successfully operate our hotels and our ability to obtain
financing for new developments. Other factors that could cause
operating and financial results to differ are described in the filings
made from time to time by the Company with the Securities and Exchange
Commission and include the risk factors described in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2007. The Company
does not undertake any obligation to release publicly any revisions to
forward-looking statements made by it to reflect events or
circumstances occurring after the date hereof or the occurrence of
unanticipated events.
CONTACT: Investor Relations
Gaylord Entertainment
David Kloeppel, 615-316-6101
CFO
dkloeppel@gaylordentertainment.com
or
Mark Fioravanti, 615-316-6588
Senior Vice President and Treasurer
mfioravanti@gaylordentertainment.com
or
Rob Tanner, 615-316-6572
Director Investor Relations
rtanner@gaylordentertainment.com
or
Media
Gaylord Entertainment
Brian Abrahamson, 615-316-6302
VP Corporate Communications
babrahamson@gaylordentertainment.com
or
Sloane & Company
Josh Hochberg, 212-446-1892
jhochberg@sloanepr.com
SOURCE: Gaylord Entertainment Company