Maybe K is a to candidate?Kinross Gold Corp (2) (C-K) - News Release
Kinross Gold adopts new shareholder rights plan
2009-02-27 10:46 EST - News Release
Shares issued 689,632,044
K Close 2009-02-26 C$ 20.99
Mr. Steve Mitchell reports
KINROSS ADOPTS NEW SHAREHOLDER RIGHTS PLAN
Kinross Gold Corp. has entered into a new shareholder rights plan dated Feb. 26, 2009. The new plan will ensure that Kinross and its shareholders continue to receive the benefits associated with Kinross's current shareholder rights plan, which expires on March 29, 2009.
The new plan has been adopted at this time to prevent any gap in shareholder protection, and will be effective on March 29, 2009, or earlier if certain events under the current plan were to occur. Subject to the receipt of requisite regulatory approvals, to shareholder ratification at Kinross's annual meeting on May 6, 2009, and to shareholder reconfirmation of the new plan at Kinross's annual meetings in 2012 and 2015, the new plan will be in effect until the ninth anniversary of the date on which it becomes effective.
As with the current plan, the new plan is designed to provide adequate time for the board of directors and shareholders to assess an unsolicited takeover bid for Kinross, to provide the board of directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a takeover bid is made, and to provide shareholders with an equal opportunity to participate in a takeover bid, and receive full and fair value for their Kinross common shares.
The rights issued under the new plan will initially attach to and trade with the common shares, and no separate certificates will be issued unless an event triggering these rights occurs. The rights will become exercisable only when a person, including any party related to it, acquires or attempts to acquire 20 per cent or more of the outstanding shares without complying with the permitted bid provisions of the new plan or without approval of the board of directors. Should such an acquisition occur or be announced, each right would, upon exercise, entitle a rightsholder, other than the acquiring person and related persons, to purchase common shares at a 50-per-cent discount to the market price at the time.
Under the new plan, a permitted bid is a bid that is made to all holders of the common shares and that is open for acceptance for not less than 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, the offeror may take up and pay for the common shares, but must extend the bid for a further 10 days to allow other shareholders to tender.
The rights plan is similar to other shareholder rights plans recently adopted by several other Canadian companies. A material change report and a complete copy of the rights plan are being filed on SEDAR.