9Shareholder Protection Rights PlanCDNX Stock Symbol: EV November 29, 2001
SEC 12G3-2(B) #82-4432
SHAREHOLDER PROTECTION RIGHTS PLAN ADOPTED
Erin Ventures Inc. announced today that its board of directors has agreed to implement a shareholder protection rights plan.
The intended issuance of a rights plan is not in response to management's anticipation of any specific, current acquisition or transaction, nor is it intended to prevent a takeover of the Corporation, nor to secure continuance in office of management or the directors. The objective of the proposed rights plan is to give adequate time for the shareholders of the Corporation to properly assess the merits of a takeover bid without undue pressure, and to allow competing bids to emerge. The rights plan is further designed to give the board of directors time to consider alternatives, thereby allowing shareholders the opportunity to receive full and fair value for their common shares. The rights plan may increase the price to be paid by a potential offeror to obtain control of the Corporation, and may discourage certain transactions. Adoption of the rights plan will not detract in any way from or lessen the duties of the board of directors to act honestly and in good faith with a view to the best interests of the Corporation and its shareholders, and to act in accordance with such standards when considering a bid made for the common shares of the Corporation.
The rights, to be issued under the plan once all regulatory and compliance requirements have been met, become exercisable only if a party acquires 20 per cent or more of the Corporation's common shares without complying with the rights plan or without the approval of the board of directors of the Corporation. The rights plan will seek to ensure that all shareholders are treated fairly and have an equal opportunity to participate in the benefits of a takeover bid. Under the proposed terms of the rights plan, those bids that meet certain requirements intended to protect the interests of shareholders are considered to be permitted bids. A permitted bid must be made by way of a takeover bid circular prepared in compliance with applicable securities laws, remain open for 60 days and satisfy certain other conditions. Under the rights plan, the Corporation plans to issue one right in respect of each common share of the Corporation's holders of record at 5 p.m. (Pacific Standard Time) on December 14, 2001. In the event a takeover bid is made that does not meet the permitted bid requirements, those rights will entitle shareholders, other than any shareholder or group of shareholders making the takeover bid, to purchase additional common shares of the Corporation at a substantial discount to the market value of such common shares at the time. The Corporation is not aware of any pending or threatened takeover bids.
The rights plan will be operative for a three-year period, once adopted. The plan will be submitted for ratification by common shareholders at Erin's next annual shareholders' meeting, to be held on January 31, 2002. To remain effective, the plan must be approved by more than 50 per cent of the votes cast at that meeting by independent (non-management) shareholders. The rights plan is also subject to the approval of the Canadian Venture Exchange.
Approved on behalf of the board of directors by:
"Signed"
Tim Daniels, President and Director
For further information, please contact:
Blake Fallis, Manager Corporate Development
1-888-289-3746 or (250) 384-1999
info@erinventures.com