Shareholder Rights PlanThe powers that be must think the stock price is way under valued at this point and want to protect their holdings. This may also spur takeover bids in the near term before VIOR can get the rights plan is in place.
Chi.
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Vior Adopts Shareholder Rights Plan
QUEBEC CITY, QUEBEC, Feb 11, 2008 (Marketwire via COMTEX) -- (CCN Mathews)
Vior Inc. (TSX VENTURE:VIO) (FRANKFURT:VL5) announces that its board of Directors (the "Board") has adopted a Shareholder Rights Plan (the "Plan") to encourage the fair treatment of Shareholders, should a take-over bid be made for Vior. The Plan is effective today and will provide the Board and the Shareholders, more time to consider any unsolicited take-over bid for Vior. The Plan is intended to discourage coercive or unfair take-over bids and gives the Board time to pursue alternatives to maximize Shareholder value, if appropriate, in the event of an unsolicited take-over bid.
The Plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of Vior. The Plan is subject to acceptance by the TSX Venture Exchange and must be ratified by the Shareholders within a period of six (6) months following its adoption by the Board. In this regard, the Board plans to hold a shareholders meeting before August 11, 2008. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the third Annual Meeting of Vior Shareholders following the meeting at which the Plan is ratified by the Shareholders, unless the Plan is reconfirmed and extended at such meeting.
The Board is of the view that the publication of its most recent National Instrument 43-101 compliant independent report on the Douay project (see PR dated November 7, 2007) might have created an environment where an opportunistic take-over offer could be made for Vior. Such an offer may not be in the best interest of all Shareholders. Consequently, the Board has adopted the Plan, the benefits of which extend to Vior Shareholders should an offer be made for Vior.
The Rights issued under the Plan will become exercisable only when a person, including any party related to such person, acquires or announces its intention to acquire 20% or more of the outstanding shares of Vior without complying with the "Permitted Bid" provisions of the Plan or without the approval of the Board. Should such an acquisition occur, each Right will, upon exercise, entitle a Right holder other than the acquiring person or related persons, to purchase shares of Vior at a substantial discount to the market price at the time.
Under the Plan, a "Permitted Bid" is defined as a bid made to all shareholders of Vior and that is open for acceptance for not less than 60 days. If, at the end of such 60-day period, at least 50% of the outstanding shares, other than those owned by the Offeror or certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other Shareholders to tender.
The Plan is similar to other shareholder rights plans recently adopted by other Canadian companies and approved by their respective shareholders. A complete copy of the Plan will be available shortly on the SEDAR website at www.sedar.com.
Profile
Vior is a growing mining company focused on acquiring and developing high quality, low risk gold and base metal resource prospects in accessible mining areas of Quebec. The Company wholly owns the Douay gold project which, according to the latest NI 43-101 compliant independent resources evaluation, contains 1.85 million ounces of gold in the inferred category and 269,000 ounces of gold in the measured and indicated categories (See press release dated November 7, 2007). The Company is aggressively pursuing opportunities to develop working interests in mineral properties that offer significant upside exploration potential. Vale Inco Limited is the largest shareholder of Vior with an 11% interest.
SOURCE: VIOR INC.
Vior Inc. Patrick Bradley President 514-235-1409 pbradley@vior.ca www.vior.ca
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