EX-99.1 3 g23145exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
[ON SYNOVUS LETTERHEAD]
May 4, 2010
To Our Shareholders:
     On April 26, 2010, the Board of Directors of Synovus Financial Corp. (“Synovus”) adopted a Shareholder Rights Plan (the “Rights Plan”).
     The purpose of the Rights Plan is to protect Synovus’s ability to use certain tax assets, such as net operating loss carryforwards, capital loss carryforwards and certain built-in losses (the “Tax Benefits”), to offset future income. In general terms, the Rights Plan discourages (i) any person or group from becoming a beneficial owner of 5% or more of Synovus’s then outstanding common stock and (ii) any existing 5% or greater shareholder from acquiring additional shares of Synovus’s stock.
     In connection with the Rights Plan, on April 26, 2010, the Board of Directors of Synovus declared a dividend of one preferred stock purchase right (a “Right”) for each share of common stock outstanding as of the close of business on April 29, 2010.
     The issuance of the Rights has no dilutive effect, will not affect reported earnings per share, is not taxable to Synovus or to you, and will not change the way in which you can presently trade shares of Synovus, so long as your beneficial interest in Synovus remains below 5%. As explained in the attached Rights Plan summary, the Rights will be exercisable only if and when the Rights are triggered pursuant to the terms of the Rights Plan, and prior to that time, the Rights will not be separable from the common stock.
     We have enclosed a summary of the Rights Plan for your information.
Very truly yours,
/s/ Richard E. Anthony
Richard E. Anthony
Chairman and Chief Executive Officer

 


 

SUMMARY OF TERMS
SYNOVUS FINANCIAL CORP.
SHAREHOLDER RIGHTS PLAN
     
Purpose
  The purpose of the shareholder rights plan (the “Rights Plan”) described in this summary of terms is to preserve the value of the certain deferred tax assets (“Tax Benefits”) of Synovus Financial Corp. (the “Company”) for U.S. federal income tax purposes.
 
   
Form of Security
  The Board of Directors of the Company (the “Board”) authorized and declared a dividend of one preferred stock purchase right (a “Right”) for each share of common stock of the Company (the “Common Stock”) outstanding at the close of business on April 29, 2010 (the “Record Date”) and authorized the issuance, upon the terms and subject to the conditions set forth in the Rights Plan, of one Right (subject to adjustment) in respect of each share of Common Stock issued after the Record Date.
 
   
Exercise
  Prior to a Distribution Date,1 the Rights are not exercisable.
 
   
 
  After a Distribution Date, each Right is exercisable to purchase, for $12.00 (the “Purchase Price”), one one-millionth of a share of Series B Participating Cumulative Preferred Stock of the Company (“Preferred Stock”).
 
   
Flip-In
  If any person or group (an “Acquiring Person”) either (a) becomes a beneficial owner of 5% or more of the Common Stock then outstanding or (b) becomes a “5% shareholder” under the applicable U.S. tax regulations (in either case, a “Threshold Holder”) (subject to certain exceptions described in
 
1   Distribution Date means the earlier of:
    the 10th business day after public announcement that any person or group has become an Acquiring Person; and
 
    the 10th business day after the date of the commencement of a tender or exchange offer by any person which would or could, if consummated, result in such person becoming an Acquiring Person, subject to extension by the Board prior to the expiration of the tender or exchange offer.

 


 

     
 
  the Rights Plan), then on the related Distribution Date, each Right (other than Rights beneficially owned by the Acquiring Person and certain affiliated persons and their transferees) will entitle the holder to purchase, for the Purchase Price, a number of millionths of a share of Preferred Stock having a market value of twice the Purchase Price; provided that (i) none of the U.S. Government, its instrumentalities or agencies and certain of its wholly-owned entities shall be an Acquiring Person; (ii) none of the Company and certain affiliates of the Company shall be an Acquiring Person; (iii) no “Existing Holder” (as defined in the Rights Plan) shall be an Acquiring Person so long as the applicable “Existing Holder” does not increase its percentage stock ownership of the Company, except under certain limited circumstances; (iv) no person or group that has become a Threshold Holder as a result of a redemption by the Company shall be an Acquiring Person so long as such person or group does not increase its percentage stock ownership of the Company, except under certain limited circumstances; (v) no person or group that the Board determines, in its sole discretion, has inadvertently become a Threshold Holder shall be an Acquiring Person so long as such Person promptly enters into, and delivers to the Company, an irrevocable commitment promptly to divest and thereafter promptly divests (without exercising or retaining any power, including voting, with respect to such securities), sufficient Company Securities so that such Person is no longer a Threshold Holder; (vi) no person or group that has become a Threshold Holder shall be an Acquiring Person if the Board determines, in its sole discretion, that the attainment of such status has not jeopardized or endangered, and likely will not jeopardize or endanger, the Company’s utilization of the Tax Benefits so long as such person or group does not increase its percentage stock ownership of the Company, except under certain limited circumstances; (vii) an acquisition by a person or group of at least a majority of the Common Stock made by that person or group through a “Qualified Offer” (as defined in the Rights Plan, which among other things requires that the offer be made for all shares and that the offeror must indicate that it intends, promptly after the offer closes, to

 


 

     
 
  complete a merger in which the remaining shareholders receive the same consideration) shall not result in any person or group becoming an Acquiring Person; and (viii) no Strategic Investor (as defined in the Rights Plan) shall be an Acquiring Person so long as the applicable Strategic Investor does not increase its percentage stock ownership of the Company, except under limited circumstances.
 
   
Legal and Regulatory Matters
  Rights are not exercisable to the extent that such exercise would contravene any applicable law or regulation or require any filing with, notice to or action by or in respect of any governmental or regulatory authority unless and until such filing, notice or action has been made, taken or obtained. No Rights may be transferred unless such transfer complies with all applicable laws and regulations.
 
   
Exchange
  At any time on or after a Stock Acquisition Date (as defined in the Rights Plan), the Board may elect to exchange all or part of the Rights (other than Rights beneficially owned by the Acquiring Person and certain affiliated persons and their transferees) for one one-millionth of a share of Preferred Stock (or one share of Common Stock) per Right, subject to adjustment.
 
   
Redemption
  The Board may, at its option, redeem all, but not fewer than all, of the then outstanding Rights at a redemption price of $0.000001 per Right at any time prior to a Distribution Date.
 
   
Expiration
  The Rights will expire on the earlier of (i) the date that is 36 months and one day after the date of adoption of the Rights Plan (the “Final Expiration Date”), unless a Stock Acquisition Date occurs fewer than 30 days prior to such date, in which case the Final Expiration Date shall be the date that is thirty (30) days after the Stock Acquisition Date; (ii) the time at which all Rights are redeemed or exchanged; (iii) the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward; and (iv) a date prior to a Stock Acquisition Date on which the Board determines, in its sole discretion, that the Rights and the Rights Plan are no longer in the best interests of the Company and its shareholders.

 


 

     
Amendments
  At any time on or prior to a Distribution Date, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Plan without the approval of any holders of certificates representing shares of Company Securities.
 
   
 
  After a Distribution Date, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend the Rights Plan without the approval of any holders of Rights; provided, however, that no such supplement or amendment may (a) adversely affect the interests of the holders of Rights as such (other than with respect to Rights beneficially owned by an Acquiring Person and certain affiliated persons), (b) cause this Rights Plan again to become amendable other than in accordance with this sentence or (c) cause the Rights again to become redeemable.
 
   
Shareholder Rights
  Holders of rights have no rights as a shareholder of the Company, including the right to vote or to receive dividends.
 
   
Antidilution Provisions
  The Rights Plan includes antidilution provisions designed to preserve the efficacy of the Rights.
A copy of the Rights Plan has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Plan is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Plan, as amended from time to time, the complete terms of which are hereby incorporated by reference.