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Fresh Brands Adopts Shareholder Rights Plan

Submitted by: Fresh Brands

Categories: Corporate Governance

Posted: Oct 12, 2001 – 12:00 AM EST


Oct. 12 /CSRwire/ - Fresh Brands, Inc. (Nasdaq: FRSH) announced that its Board of Directors adopted a shareholder rights plan. The shareholder rights plan, which is similar to one that was adopted by the company in 1989 and expired in January 1999, includes the declaration of a dividend of one common share purchase right on each outstanding share of the company's common stock. The issuance of the rights will be made on November 23, 2001 to shareholders of record as of the close of business on November 9, 2001.

The rights are designed to provide additional protection against abusive takeover tactics such as partial tender offers, selective open-market purchases and offers for all the shares of the company at less than full value or at an inappropriate time. The rights are intended to help ensure that the Board of Directors has the ability to protect shareholders and the company if efforts are made to gain control of the company in a manner that is not in the best interests of the company and all of its shareholders.

The rights will be exercisable only if a person or group acquires 20% or more of the company's common stock or announces a tender offer, consummation of which would result in ownership by a person or group of 20% or more of the common stock. Each right will initially entitle shareholders to buy one share of the company's common stock at an initial exercise price of $50.00 per share, subject to adjustment. If any person becomes a 20% or more shareholder of the company, each right, other than those owned by the 20% shareholder, will (subject to certain limitations) entitle its holder to purchase, at the rights' then-current exercise price, a number of common shares of the company or of the acquiror having a market value at the time of twice the rights' per share exercise price. The Board of Directors is also authorized to reduce the 20% thresholds referred to above to not less than 10%.

The rights will expire on November 9, 2011, subject to extension. The distribution of the rights is not taxable to shareholders. Details of the rights distribution are contained in a summary of rights to purchase common stock which will be mailed to all shareholders.

Fresh Brands, Inc. is a supermarket retailer and grocery wholesaler through corporate-owned retail, franchised and independent supermarkets. The corporate-owned and franchised retail supermarkets operate under the Piggly Wiggly(R) and Dick's(R) Supermarkets brands. Fresh Brands currently has 71 franchised supermarkets, 27 corporate-owned stores, two distribution centers and a centralized bakery/deli production facility. Stores are located throughout Wisconsin and northern Illinois. For more information, visit the company's Web site: www.fresh-brands.com.

For more information, please contact:

Armand C. Go Fresh Brands, Inc.
Phone: (920) 208-4200


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