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Accendra Health adopts tax asset preservation plan

Accendra Health adopts tax asset preservation plan

RICHMOND, Va. – Accendra Health’s board of directors has adopted a Section 382 Rights Agreement designed to protect long-term shareholder value by facilitating the company’s ability to preserve its net operating loss carryforwards (NOLs) and certain other tax attributes. Accendra Health says a company generally experiences an ownership change if the percentage of the value of its stock owned by certain “5-percent shareholders” increases by more than 50 percentage points over a rolling three-year period. The Tax Asset Preservation Plan is intended to reduce the likelihood of such an “ownership change” by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the company’s outstanding common stock. The company says the Tax Asset Preservation Plan is similar to those adopted by numerous other public companies with significant NOLs. The plan is not designed to prevent any action that the board of directors determines to be in the best interest of the company, and will help to ensure that the board remains in the best position to discharge its fiduciary duties. If the company experiences an “ownership change,” all holders of rights (other than any triggering person) will be entitled to acquire shares of common stock at a 50% discount or the company may exchange each right held by such holders for one share of common stock. The plan took effect on Aug. 10, 2026, and is scheduled to continue until Auug. 10, 2029, unless terminated earlier in accordance with its terms.

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