EVERTON ADOPTS A SHAREHOLDER RIGHTS PLANEverton adopts poison pill
2008-12-17 13:31 ET - News Release
Ms. Maureen Doherty reports
EVERTON ADOPTS A SHAREHOLDER RIGHTS PLAN
Everton Resources Inc. has established a shareholder rights plan, effective Dec. 17, 2008. The plan will provide the board of directors and shareholders with more time to fully consider any unsolicited takeover bid for the company without undue pressure and to allow the board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.
The plan is intended to discourage coercive or unfair takeover bids and has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of the company. The board believes that the recent economical uncertainty and its consequences on the stock markets may have created an environment where an opportunistic takeover offer could be made for Everton. Such an offer may not be in the best interest of all shareholders. The plan is designed to ensure that all shareholders receive equal treatment and to maximize shareholder value in the event of a takeover bid or other acquisition that could lead to the change in control of the company. It is not intended to deter takeover proposals.
The plan must be ratified by the shareholders at the company's next annual general meeting, which is scheduled to take place in mid-2009. If the rights plan resolution is ratified and confirmed at the AGM, the plan will continue in effect until the earlier of the termination time, as defined in the terms of the plan, or three years from the date the plan was ratified by shareholders. If the plan is not approved at the meeting, it will terminate at the end of the meeting.
The company believes that the plan is similar to those plans adopted by other Canadian companies, is consistent with Canadian corporate practice and addresses guidelines for such plans set out by institutional investors. A complete copy of the shareholder rights plan will be available shortly on SEDAR.
We seek Safe Harbor.