Frontier Pacific swallows poison pillFrontier Pacific swallows poison pill
2008-05-16 16:12 ET - News Release
Mr. John Jentz reports
FRONTIER PACIFIC ADOPTS SHAREHOLDER RIGHTS PLAN
FrontierPacific Mining Corp.'s has adopted a shareholder rights plan. Therights plan is a new-generation plan in the form consistent with plansthat in the past have been supported by regulatory authorities andrecommended by proxy advisory services.
The rights plan has beenadopted to encourage the fair treatment of shareholders in connectionwith any takeover bid for the company's securities, including theunsolicited offer of Eldorado Gold Corp. As previously announced, theboard has formed a special committee with a mandate that includesassessing Eldorado's bid. The special committee is supportive of therights plan because, among other things, the rights plan seeks toensure that the shareholders of the company, the special committee andthe board of directors have adequate time to consider and fullyevaluate any bid for the company's securities, including that proposedby Eldorado, and to explore strategic alternatives that could providebetter long-term value to shareholders.
The board did not adoptthe rights plan to prevent a takeover of the company, to secure thecontinuance of management or the directors in their respective offices,or to deter fair offers for the common shares of the company.
Underthe rights plan, those bids that meet certain requirements intended toprotect the interests of all shareholders are permitted bids. Permittedbids must be made by way of a takeover bid circular prepared incompliance with applicable securities laws and, among other conditions,must be for all common shares of the company and remain open for aminimum of 60 days. If a takeover bid is not a Permitted bid under therights plan, the rights will entitle shareholders, other than anyshareholder or shareholders making the takeover bid, to purchaseadditional common shares of Frontier Pacific at a substantial discountto the market value at the time. This mechanic helps to protect thecompany and its shareholders from bids that may not be in their bestlong-term interests.
Shareholders will have the opportunity tovote on the rights plan at a general meeting of shareholders ofFrontier Pacific to be held on June 19, 2008. Frontier expects to mailan information circular for such meeting to its shareholders on May 22,2008. The rights plan is also subject to the approval of the TSXVenture Exchange.
We seek Safe Harbor.