Immersion Adopts Temporary Shareholder Rights Plan To Prevent Uncompensated Takeover Amid BNED Investigation
Benzinga Newsdesk 11 months ago
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Immersion Corporation ("Immersion," the "Company," "we," "us" or "our") (NASDAQ:IMMR), a leading provider of technologies for haptics, today announced that its Board of Directors ("Board") has adopted a temporary
Immersion Corporation ("Immersion," the "Company," "we," "us" or "our") (NASDAQ:IMMR), a leading provider of technologies for haptics, today announced that its Board of Directors ("Board") has adopted a temporary shareholder rights plan (the "Rights Plan") designed to protect the interests of all shareholders by reducing the likelihood that any person or group could gain control of the Company without appropriately compensating Company shareholders for control. The Rights Plan will be triggered if any person or group acquires beneficial ownership of more than 9.99% of Immersion's outstanding common stock. The Rights Plan will remain in effect through October 31, 2026.
The Board approved the Rights Plan following receipt of a letter dated November 3, 2025 from Immersion shareholder Scott A. Larson, which was subsequently made public via a filing with the Securities and Exchange Commission (the "SEC"). The letter represented the first direct communication of Mr. Larson's views to the Company; he had previously scheduled a meeting with management but canceled it on short notice and did not reschedule.
Immersion values shareholder feedback and constructive engagement. However, the Board believes that Mr. Larson's letter contains assertions that are inaccurate, misleading, and seemingly reflect a fundamental misunderstanding of Immersion's business model, global licensing framework, licensing customers and the complex tax and jurisdictional structures through which the Company operates.
Under current leadership and as previously disclosed in the Company's last filed periodic reports, Immersion has achieved strong profitability and revenues from intellectual property settlements, while delivering meaningful improvements in general and administrative efficiency, reducing legal costs, and expanding global licensing relationships with major counterparties across multiple jurisdictions.
The Board remains frustrated with the Company's current share price, which it believes does not accurately reflect Immersion's underlying performance and financial strength. As previously disclosed, the Company has been unable to release current financials due to the ongoing investigation and restatement process at Barnes & Noble Education, Inc. ("BNED"), a business that Immersion consolidates into its financial statements. On the advice of counsel, Immersion has temporarily paused its share repurchase program and maintains a closed trading window for its insiders until the BNED investigation concludes and the Company is able to complete its financial reporting process.
The Board also noted that Immersion's management team and directors collectively hold a significant ownership position in the Company, have historically made significant open market purchases and remain fully aligned with all shareholders. Over the past several years, Immersion has returned substantial capital to shareholders through significant share repurchases and dividends, including multiple special dividends.
The Board and management remain committed to maximizing long-term shareholder value and to maintaining stability and continuity during this period. The temporary Rights Plan will help safeguard Immersion's strategic execution and protect the interests of all shareholders while the Company continues to advance its business and await completion of the BNED process.
Further details about the Rights Plan are contained in a Form 8-K to be filed by the Company with the SEC on November 10, 2025 and will be available on the SEC website.