News
Semafo swallows poison pill
Ticker Symbol: C:SMF
Semafo swallows poison pill
Semafo Inc (C:SMF)
Shares Issued 272,285,685
Last Close 3/14/2011 $8.54
Tuesday March 15 2011 - News Release
Mr. Benoit La Salle
SEMAFO BOARD APPROVES SHAREHOLDER RIGHTS PLAN
The board of directors of Semafo Inc. has approved theadoption of a shareholder rights plan for which shareholder approval will besought at the corporation's annual and special meeting of shareholders to beheld on May 10, 2011.
The purpose of the Rights Plan is to provide the shareholdersand directors of SEMAFO with adequate time to consider and evaluate anyunsolicited bid and to provide the directors with adequate time to identify,develop and negotiate value-enhancing alternatives, if considered appropriate,to any such unsolicited bid.
The Rights Plan has been accepted by the Toronto StockExchange and is effective as of March 15, 2011 (the "EffectiveDate"). At the close of business on the Effective Date, one right (a "Right")will be issued and attached to each common share of SEMAFO outstanding at thattime. A Right will also be attached to each common share issued after theEffective Date. The issuance of the rights will not change the manner in whichshareholders trade their common shares of SEMAFO. If the Rights Plan is notratified by shareholders at the upcoming annual and special meeting, it and allrights outstanding at that time will terminate. If the Rights Plan is ratifiedby shareholders at such meeting, the Rights Plan will be in effect until thetermination of the Corporation's annual meeting in 2014.
The Rights Plan is similar to other rights plans adopted bymany Canadian corporations. The Rights Plan is not triggered if an offer toacquire common shares of SEMAFO is made as a "Permitted Bid" andthereby allows sufficient time for shareholders to consider and react to theoffer. A "Permitted Bid" is a take-over bid made by way of atake-over bid circular that, among other things, remains open for a minimum of60 days and requires that it be accepted by more than 50% of the common sharesheld by independent shareholders. The Rights Plan will be triggered by anacquisition, other than pursuant to a Permitted Bid, of 20% or more of theoutstanding common shares of SEMAFO or the commencement of a take-over bid thatis not a Permitted Bid.
The Rights Plan was not proposed in response to, or inanticipation of, any pending, threatened or proposed acquisition or take-overbid. The directors did not adopt the Rights Plan to deter take-over proposals.
The Rights Plan will be filed shortly and will be availableon SEDAR at
www.sedar.com, or available freeof charge upon request to SEMAFO's Corporate Secretary.
© 2011 Canjex Publishing Ltd.