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BOD of Celebrate Express approves Shareholder Rights Plan

26
Jul '06
Celebrate Express Inc announced that its Board of Directors approved the adoption of a Shareholder Rights Plan under which all shareholders of record as of August 10, 2006 will receive rights to purchase shares of a new series of preferred stock.

The rights will be distributed as a non-taxable dividend and will expire in ten years from the record date. The rights will be exercisable only if a person, entity or group acquires 20 percent or more of Celebrate Express' common stock or announces a tender offer for 20 percent or more of the common stock.

If a person or entity acquires 20 percent or more of Celebrate Express' common stock, all rightsholders except the buyer will be entitled to acquire Celebrate Express' common stock at a discount. The effect will be to discourage acquisitions of more than 20 percent of Celebrate Express' common stock without negotiations with the Board.

The rights will trade with Celebrate Express' common stock, unless and until they are separated upon the occurrence of certain future events. Celebrate Express' Board of Directors may terminate the Rights Plan at any time or redeem the rights prior to the time a person acquires 20 percent or more of Celebrate Express' common stock. Additional details regarding the Rights Plan will be outlined in a summary to be mailed to all shareholders following the record date.

The Rights Plan is designed to enable all Celebrate Express shareholders to realize the full value oftheir investment and to provide for fair and equal treatment for all shareholders in the event that an unsolicited attempt is made to acquire Celebrate Express.


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