November 24, 2004 08:00 AM US Eastern Timezone

DeVry Inc. Adopts Shareholder Rights Plan

OAKBROOK TERRACE, Ill.--(BUSINESS WIRE)--Nov. 24, 2004--DeVry Inc. (NYSEV), an international higher education company, today announced that its Board of Directors has adopted a shareholder rights plan. The plan was unanimously supported by the Company's independent directors, who constitute a majority of the Company's Board of Directors. In connection with this plan, the Company's Board of Directors declared a dividend of one Common Stock Purchase Right for each outstanding share of DeVry Inc. Common Stock. The dividend will be distributed on December 6, 2004 to shareholders of record on that date. Each shareholder is automatically entitled to the Rights and no physical distribution of new certificates will be made at this time. The Rights distribution is not taxable to shareholders under U.S. laws.


Subject to certain exceptions, the Rights will be exercisable only if a person or group acquires 15% or more of DeVry Inc. Common Stock or announces a tender or exchange offer which would result in ownership of 15% or more of the Common Stock.

Each Right, which is not presently exercisable and is represented by the Company's Common Stock certificates, will entitle its holder to buy one one-thousandth of a share of Common Stock at an exercise price of $75 subject to adjustment. Following the acquisition of 15% or more of DeVry Inc. Common Stock by a person or group, the holders of the Rights (other than the acquiring person or group) will be entitled to purchase shares of Common Stock at half-price, and, in the event of a subsequent merger or other acquisition of the Company, to buy shares of common stock of the acquiring entity at one-half of the market price of those shares.

The Rights are redeemable for $.001 per Right, subject to adjustment, before the acquisition by a person or group of 15% or more of the Company's Common Stock. The Rights will expire on December 6, 2014. Further details concerning the Rights Plan are contained in a letter that will be mailed to all DeVry Inc. shareholders after the record date.

DeVry has received an oral inquiry about the possibility of a business combination with the Company on unspecified terms. In addition, DeVry believes that the current market price of its stock is low compared to the value of the Company. The DeVry board believes that the plan will help to protect shareholders against abusive takeover tactics such as two-tier or partial tender offers, open market accumulations and other tactics that may be used to gain control of a company without paying a fair price to all shareholders. The plan is designed to assure that shareholders are not deprived of their rights to share fully in the Company's long-term potential, but not to prevent a fairly valued bid for the Company.

While the Company's share price has recently been depressed, the Company has implemented plans to improve its recruitment of full-time campus based students and to return to previous levels of financial return. This shareholder rights plan allows the outcome of these operational and managerial changes to be realized without short-term pressure to respond to inadequate proposals.

DeVry Inc. (NYSEV) is the holding company for DeVry University, Ross University and Becker Professional Review. DeVry University, which includes Keller Graduate School of Management, offers associate, bachelor's and master's degree programs in technology, business and management. Ross University, through its schools of Medicine and Veterinary Medicine, offers both doctor of medicine and doctor of veterinary medicine degrees. Becker Professional Review, which includes Stalla CFA Review, provides preparatory coursework for the certified public accountant, certified management accountant and chartered financial analyst exams. DeVry Inc. is based in Oakbrook Terrace, Ill. For more information about the company, visit http://www.devry.com.

Certain information contained in this release may constitute forward-looking statements pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Potential risks and uncertainties include, but are not limited to, market conditions, dependence on student financial aid, state and provincial approval and licensing requirements, and the other factors detailed in the company's Securities and Exchange Commission filings, including those discussed under the heading "Risk Factors" in the Company's Registration Statement on Form S-3 (No. 333-22457) filed with the SEC.

Contacts


DeVry Inc.
Marilynn Cason (Investors), 630-574-1901
or
Dresner Corporate Services
John Kroen (Media), 312-726-3600

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This article is a bit more elementary for those not so sophisticated in finance. Looks like Ross will be changing partners soon, round and round we go! I told the SGA they should have invested way back when!!

From the Fool:
DeVry's the Prize
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Motley Fool Take Archive

By Rich Smith
November 29, 2004


Even if your crystal ball is cracked, you could have seen this one coming. Last month, I penned the following fateful words on the subject of for-profit educator DeVry (NYSE: DV) and its dismal financial performance: "... it appears that the long-heralded consolidation in the for-profit education game may finally be afoot... DeVry's days as an independent company might well be numbered."


And indeed, last Wednesday, DeVry announced that an unidentified party was making inquiries "about the possibility of a business combination." Apparently, that's corporate speak for: "We're about to make you an offer you can't refuse." For no sooner had the suggestion been made than DeVry jumped into full-scale panic mode, announcing a "shareholder rights plan," also often referred to as a "poison pill."


The plan calls for a special kind of "rights dividend" to be distributed to shareholders on December 6, the rights to which kick in when a would-be acquirer of the company attains at least 15% of its outstanding shares. At that point, shareholders can exercise their rights by purchasing one share of DeVry common stock at half the then-current market price (DeVry would issue new shares to settle the purchases). The effect is to increase the number of DeVry shares that a would-be acquirer must buy to get a controlling stake in the company.


DeVry's shares jumped nearly 19% in response to the company's press release. But that was due more to the news that someone wants to buy the shares -- presumably at a premium -- than to enthusiasm for the poison pill. Such so-called shareholder rights plans would be much more aptly named "management protection plans." If an acquirer can simply bypass management and offer shareholders a good price for their shares, it generally will do so -- giving both the acquirer and the current shareholders what they want, but often leaving management out in the cold. By eating a poison pill, management forces itself back into the discussion. Management can negotiate for a better buyout offer for shareholders, true. But it can also negotiate to keep its jobs after a takeover, for "golden parachutes" for departing executives, and so on.


On the other hand, the benefits accruing to shareholders in DeVry's competitors were much more one-sided. In sympathy with DeVry's price rise, shares of peers ITT (NYSE: ESI), Strayer (Nasdaq: STRA), Apollo Group (Nasdaq: APOL), Career Education (Nasdaq: CECO), and Corinthian Colleges (Nasdaq: COCO) also rose in tandem by 3.9% to 5.7%.

In other words, DeVry is trying to hold off a takeover by doubling the voting power of the present stockholders......interesting indeed. Thanks for posting that. azskeptic

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