Aurelian swallows poison pillAurelian swallows poison pill, effective today
2006-05-24 12:44 ET
ARU Close 2006-05-23 C$ 4.85
Mr. Patrick Anderson reports
AURELIAN RESOURCES INC. ADOPTS SHAREHOLDER RIGHTS PLAN
Aurelian Resources Inc.'s board of directors has approved the adoption of a shareholder rights plan designed to encourage the fair and equal treatment of shareholders in connection with any takeover bid for the outstanding securities of the company.
The rights plan is intended to provide the board of directors with adequate time to assess a takeover bid, to consider alternatives to a takeover bid as a means of maximizing shareholder value, to allow competing bids to emerge and to provide Aurelian's shareholders with adequate time to properly assess a takeover bid without undue pressure. Aurelian's board of directors is not currently aware of any pending or threatened takeover bid for the company. The rights plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.
Under the terms of the rights plan, one right will be issued by Aurelian in respect of each outstanding Aurelian common share at the close of business today and in respect of each Aurelian common share issued thereafter (subject to the terms of the rights plan). The rights issued under the rights plan become exercisable only if a person acquires or announces its intention to acquire 20 per cent or more of the common shares of the company without complying with the "permitted bid" provisions of the rights plan or without the approval of Aurelian's board of directors.
Should such an acquisition occur, rightsholders (other than the acquiring person or related persons) can purchase common shares of the company at a substantial discount to the prevailing market price (as defined in the rights plan) at the time the rights become exercisable.
Permitted bids under the rights plan must be made to all holders of Aurelian's common shares and must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50 per cent of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
Although effective as of today, the rights plan is subject to ratification by Aurelian's shareholders at Aurelian's annual and special meeting of shareholders scheduled for June 21, 2006, and, if ratified, the rights plan must be confirmed at every third annual meeting thereafter. If not ratified within six months from today, the rights plan and all of the rights outstanding at the time will terminate.
The rights plan is also subject to acceptance by the TSX Venture Exchange. A copy of the rights plan is available for viewing on SEDAR and can also be obtained from Aurelian upon a written request.
We seek Safe Harbor.