09 May 2014 08:53 ET | | Here is the complete release Marketwire Canada Geomega Resources Inc. ("GeoMegA" or the "Company") (TSX VENTURE:GMA) announces that its board of directors (the "Board") adopted as of May 8, 2014 a shareholder rights plan (the "Plan") to encourage a fair treatment of shareholders, should a take-over bid be made for GeoMegA. The Plan is effective today and will provide the Board and the shareholders, more time to consider unsolicited take-over bid for GeoMegA. The Plan is intended to discourage coercive or unfair take-over bids and gives the Board time to pursue alternatives to maximize shareholder's value, if appropriate, in the event of an unsolicited take-over bid. The Plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of GeoMegA. The Plan must be ratified by the shareholders within six months of the effective date of the Plan. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the third annual meeting of GeoMegA shareholders following the meeting at which the Plan is ratified by shareholders, unless the Plan is reconfirmed and extended at such meeting. The rights issued under the Plan will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the outstanding shares of GeoMegA without complying with the "Permitted Bid" provisions of the Plan or without approval of the Board. Should such acquisition occur, each right will, upon exercise, entitle a right holder other than the acquiring person or related persons to purchase shares of GeoMegA at a substantial discount to the market price at the time. Under the Plan, a "Permitted Bid" is a bid made to all shareholders of GeoMegA and is open for acceptance for not less than 60 days. If, at the end of such 60 day period, at least 50% of the outstanding shares, other than those owned by the offeror or certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. The Plan is similar to other shareholder rights plan recently adopted by several other Canadian companies and approved by their respective shareholders. A complete copy of the Plan will be available under GeoMegA's profile on SEDAR at www.sedar.com. |