SMX Adopts One-Year Shareholder Rights Plan to Thwart Hostile Takeovers

SMX Public Limited Company ( (SMX) ) has provided an announcement.

On January 30, 2026, SMX’s board approved a shareholder rights plan that issues one preferred share purchase right for each ordinary share outstanding as of March 2, 2026. The plan, documented in a February 13, 2026 Rights Agreement with Continental Stock Transfer & Trust Company, aims to deter hostile or coercive takeovers by penalizing any investor that accumulates 10% or more of the company’s stock without board approval.

Under the plan, each right becomes exercisable 10 days after a public announcement that an investor has crossed the 10% ownership threshold, allowing other shareholders to buy Series A preferred shares at a nominal price. These preferred shares carry a $250 million aggregate liquidation preference and an 18.5% cumulative annual cash dividend, and the flip-in and flip-over features make an unapproved change of control significantly more costly, while preserving flexibility for deals endorsed by the board.

The rights initially trade with SMX’s ordinary shares and separate only once a triggering event occurs, with any rights held by an acquiring person becoming void. The rights expire on the earliest of one year from the agreement date, redemption by the board at a nominal price per right, or full payment of the liquidation preference and accrued interest on issued preferred shares, giving the board a time-limited but potent anti-takeover tool that bolsters its negotiating leverage with potential bidders.

More about SMX Public Limited Company

SMX (Security Matters) Public Limited Company is an Ireland-based foreign private issuer whose ordinary shares are listed in the U.S. The company operates in the security and traceability technology space, focusing on solutions that help protect products and supply chains from tampering, counterfeiting, and other integrity risks for global industrial and commercial clients.

Average Trading Volume: 3,236,342

Technical Sentiment Signal: Sell

Current Market Cap: $145.6M

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