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DURHAM, N.C. - Fortrea (NASDAQ:FTRE), a clinical research organization with a market capitalization of approximately $492 million, announced Thursday that its Board of Directors has unanimously adopted a limited-duration stockholder rights plan, effective immediately and set to expire on June 10, 2026, unless terminated earlier.
The clinical research organization implemented the plan in response to "significant and ongoing dislocation" in its trading price and recent third-party interest in capitalizing on the situation, according to a company press release. InvestingPro data shows the stock has declined over 78% in the past year, with shares currently trading significantly below their 52-week high of $28.41.
Under the plan, Fortrea will issue one right for each share of common stock as of June 23, 2025. These rights will become exercisable if any person or group acquires 10% or more of the company’s outstanding common stock. If triggered, all rights holders except the triggering person can acquire shares at a 50% discount.
The company stated the plan aims to protect stockholder interests by ensuring fair treatment in any takeover scenario and guarding against control tactics without appropriate premium payments. Current stockholders exceeding the threshold percentage may retain their holdings but cannot acquire additional shares without triggering the plan.
Fortrea emphasized that the plan applies equally to all stockholders and is not intended to deter offers or prevent the Board from considering transactions beneficial to stockholders. Instead, it encourages direct engagement with the Board from potential acquirers.
The Board maintains the right to redeem the rights at $0.001 per right under conditions specified in the plan.
Fortrea provides clinical trial management and consulting services across approximately 100 countries, supporting biopharmaceutical, biotechnology, medical device and diagnostic companies.
Barclays is serving as strategic advisor and Smith Anderson as legal advisor to Fortrea for this matter.
In other recent news, Fortrea Holdings Inc. reported its first-quarter 2025 earnings, revealing a significant shortfall in both earnings per share (EPS) and revenue compared to analysts’ expectations. The company posted an EPS of $0.02, falling short of the projected $0.41, while revenue reached $651.3 million, below the anticipated $821 million. Additionally, Fortrea has been downgraded by S&P Global Ratings from ’B+’ to ’B-’ due to persistently high leverage and negative cash flow, despite expectations for improved EBITDA and free cash flow. Mizuho also adjusted its financial outlook for Fortrea, lowering the company’s price target from $10.00 to $8.00, while maintaining a Neutral rating. The downgrade and price target adjustment reflect concerns over Fortrea’s financial performance and booking trends, which have been weaker than anticipated. The company recently appointed Anshul Thakral as its new CEO, effective August 4, as part of its transformation plan. Despite these challenges, Fortrea has identified significant cost-saving opportunities, targeting annual gross cost reductions of approximately $150 million.
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