Exhibit
99.1
Rocky
Brands, Inc. Adopts
Shareholder
Rights Plan
Rocky
Brands, Inc.
Jim
McDonald
(740)
753-1951
Chief
Financial Officer
|
Investor
Relations:
Integrated
Corporate Relations, Inc.
Brendon
Frey / Chad Jacobs
(203)
682-8200
|
Nelsonville,
Ohio, June 11, 2009. – Rocky Brands, Inc. (NASDAQ: RCKY) announced
today that its Board of Directors has adopted a Shareholder Rights Plan (Rights
Plan) under which Rocky Brands, Inc. will issue a dividend of one Right for each
of the Company’s common shares, no par value, held by shareholders of record as
of the close of business on June 22, 2009. The Rights Plan is
designed to assure shareholders fair value in the event of a future unsolicited
business combination or similar transaction involving the
Company. The Company added that the Plan was not adopted in response
to any attempt to acquire the Company and that it is not aware of any such
efforts.
Mike
Brooks, Chairman and Chief Executive Officer, stated, “The Rights Plan was
adopted to protect the interests of our shareholders. The Rights Plan
does not prevent the Board from considering or accepting an offer to acquire
Rocky if the Board believes such action is in the best interests of the Company
and its shareholders. It does, however, assure that all of the
Company’s shareholders receive fair and equal treatment in the event of any
proposed takeover of the Company and guards against partial tender offers,
squeeze outs, open market accumulations, and other abusive tactics that are
designed to gain control of Rocky without paying all shareholders a control
premium.”
Each
Right will initially entitle shareholders to purchase one one-hundredth of a
share of Series B Junior Participating Cumulative Preferred Stock (approximately
equivalent to one share of Common Stock) for $16.00. The Rights,
however, are not immediately exercisable and will become exercisable only upon
the occurrence of certain events. Under the Rights Plan, the Rights,
with certain exceptions, will be exercisable only if a person or group acquires
20% or more of the Company’s common shares or announces a tender or exchange
offer that could result in ownership by a person or group of 20% or more of the
Company’s common shares. The Rights Plan has a term of three years,
and the Rights will expire on June 11, 2012, unless earlier terminated or
redeemed by the Board of Directors.
Further
details of the Plan are outlined in a letter that will be mailed after the
record date to all shareholders and as set forth in a Current Report on Form 8-K
that the Company expects to file with the Securities and Exchange
Commission.
About Rocky Brands,
Inc.
Rocky
Brands, Inc. is a leading designer, manufacturer and marketer of premium quality
footwear and apparel marketed under a portfolio of well recognized brand names
including Rocky Outdoor Gear®, Georgia Boot®, Durango®, Lehigh®, and the
licensed brands Dickies®, Michelin® and Mossy Oak®.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
This
press release contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Those statements include, but may
not be limited to, all statements regarding intent, beliefs, expectations,
projections, forecasts, and plans of the Company and its management. These
forward-looking statements involve numerous risks and uncertainties, including,
without limitation, the various risks inherent in the Company’s business as set
forth in periodic reports filed with the Securities and Exchange Commission,
including the Company’s annual report on Form 10-K for the year ended December
31, 2008 (filed March 3, 2009). One or more of these factors have affected
historical results, and could in the future affect the Company’s businesses and
financial results in future periods and could cause actual results to differ
materially from plans and projections. Therefore there can be no assurance that
the forward-looking statements included in this press release will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the Company, or any other person
should not regard the inclusion of such information as a representation that the
objectives and plans of the Company will be achieved. All forward-looking
statements made in this press release are based on information presently
available to the management of the Company. The Company assumes no obligation to
update any forward-looking statements.