Overland's board has adopted a shareholder rights plan intended to protect Overland shareholders against 'abusive or coercive takeover tactics'. Coming the day after Overland announced ADIC had bought nearly ten percent of the company this can hardly be co-incidental.
What happens is this: if a suitor gets fifteen percent of Overland's shares each shareholder has the right to purchase a number of third shares of the company's common stock, that number equalling the number of shares they own. The price would be 'at a per share exercise price equal to one-half of the market value of the company's common stock.' It's complicated and designed to encourage a suitor to talk to the board of directors.
Overland's statement says 'It is not intended to prevent an offer that the Board of Directors concludes is in the best interest of the company and its shareholders, but is intended to encourage anyone seeking to acquire the company to negotiate directly with the Board of Directors.'
The implication is either that someone else is trying to outbid ADIC or may be, or that ADIC's relationship with Overland is not as good as it might be.