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Published on 12/31/2008 in the Prospect News Special Situations Daily.

ION Geophysical announces shareholder rights plan

By Lisa Kerner

Charlotte, N.C., Dec. 30 - ION Geophysical Corp.'s board of directors adopted a shareholder rights plan.

According to the board, the value of the company's assets is not reflected in the current price of ION's stock, making the company vulnerable to takeover tactics.

In connection with the plan, the board declared a dividend distribution of one preferred stock right for each outstanding share of ION's common stock held by shareholders of record as of the close of business on Jan. 9, an ION news release said.

The rights will become exercisable only if a person or group acquires 20% or more of the company's common stock or begins a tender or exchange offer that could result in ownership of 20% or more of the company's common stock.

Each right entitles its holder to buy one one-thousandth of a share of a newly created class of junior participating preferred stock at an exercise price of $21.

If either triggering event occurs, right holders will be entitled to buy ION shares at half price.

The rights plan will expire on Dec. 29, 2011 unless the rights are earlier redeemed or terminated by the company, ION said.

ION is a Houston-based provider of acquisition equipment, software and planning and seismic processing and interpretation services to the energy industry.


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