Shareholders Rights Plan TORONTO, Dec. 11, 2012 /CNW/ - U.S. Silver & Gold Inc. (TSX: USA) (OTCQX: USGIF) ("U.S. Silver & Gold" or the "Company") announced today that its board of Directors (the "Board") has adopted a shareholder rights plan (the "Rights Plan").
The Rights Plan is intended to ensure that, to the extent possible, the Company's Board and shareholders have adequate time to consider and evaluate any unsolicited take-over bid, and to identify, solicit, develop and negotiate any value-enhancing alternatives that would be considered appropriate. This will encourage fair treatment of the Company's shareholders in connection with any unsolicited take-over bid.
The Board has authorized the issuance of one right in respect of each common share of the Company outstanding at 5:00 p.m. (Toronto time) onDecember 11, 2012 and each share issued thereafter.
- The rights will become exercisable if a person, together with their affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of common shares which, when aggregated with its holdings, total 20% or more of the outstanding common shares of the Company (determined in the manner set out in the Rights Plan).
- Following the acquisition of 20% or more of the outstanding common shares, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase common shares at a substantial discount to the market price of the common shares at that time.
- The Rights Plan permits the acquisition of control of the Company through a "permitted bid", a "competing permitted bid" or a negotiated transaction.
- A "permitted bid" is one that, among other things, is made to all holders of common shares for all of their shares, is open for a minimum of 60 days and is subject to an irrevocable minimum tender condition of at least 50% of the common shares held by independent shareholders.
- The Board has the discretion to defer the time at which the rights become exercisable and to waive the application of the Rights Plan.