Key points
- The board authorized the issue of one right for each common share and each convertible security outstanding to holders of record on February 10, 1995.
- A triggering event occurs if a person or group acquires 20% or more of the company’s voting shares without board approval, entitling other holders to buy an additional share at 20% of market price.
- A permitted bid must stay open at least 90 days and receive deposits of more than 50% of outstanding voting shares before any shares are taken up, followed by a further 10 day period.
- An offeror generally must not own more than 10% of outstanding shares, unless it already held more at the plan’s adoption date and has since acquired no more than 2% additional shares.
A shareholder rights plan has been adopted. The objectives of the plan are to ensure, to the extent possible, that all shareholders are treated equally and fairly in connection with any takeover offer for the
company. The plan discourages discriminatory or unfair takeover offers and gives the board time, if appropriate, to pursue alternatives to maximize shareholder value in the event of an unsolicited takeover bid.
The company is not aware of any pending or threatened takeover bid.
To implement the plan, the board of directors authorized the issue, on
February 10 1995, of one right in respect of each common share and each convertible security outstanding to holders of record on the same date. For administrative convenience, the rights will trade with the
common shares and be represented by the certificates representing common shares.
On the occurrence of certain triggering events, including the acquisition by a person or group of 20% or more of the votes attached to all outstanding voting shares of the company in a transaction not approved by the board of directors, each right will entitle holders (other than the acquiring person or group) to acquire one additional share at a price equal to 20% of the market price.
The rights are not triggered by purchases of voting shares made pursuant to a permitted bid, generally being a takeover bid made for all voting shares to all holders
of voting shares on identical terms, or transactions deemed by the board of directors to be fair to all shareholders and approved by the board. A permitted bid must be made by way of a takeover bid circular must comply with certain other conditions, including, but not limited to, the following:
1..
the bid must be open for at least 9O days and more than 5O% of the outstanding voting shares (other than shares beneficially owned by the offeror) must be deposited under the bid not withdrawn before any shares are taken up and paid for and, in the event more than 50% of such shares are so deposited, the bid must remain open for a further ten day period; and
2..
The offeror must not own more than 10% of the outstanding shares, unless the offeror held in excess of this threshold on the date of the plan and has acquired no more than 2% of the outstanding shares thereafter. If the consideration offered pursuant to the is not payable entirely in cash, a fairness opinion must be provided to the holders of the voting shares in connection with the bid.
