Can anyone explain? Avigilon replaces old poison pill with new one
Avigilon Corp (C:AVO)
Shares Issued 43,367,816
Last Close 5/25/2016 $14.47
Thursday May 26 2016 - News Release
Mr. Darren Seed reports
AVIGILON UPDATES SHAREHOLDER RIGHTS PLAN
Avigilon Corp.'s board of directors has refreshed its shareholder rights plan in line with recent amendments to the Canadian takeover bid regulations that came into force on May 9, 2016. The New Rights Plan replaces the Company's prior shareholder rights plan dated January 12, 2016 (the "Prior Rights Plan"), which has been terminated.
The New Rights Plan will continue to help maximize shareholder value in the event of an unsolicited take-over bid by providing additional time for Avigilon's shareholders ("Shareholders") to consider the bid, and for its Board to explore, solicit, and consider strategic alternatives. The Company is not aware of any proposed take-over bid at this time.
The New Rights Plan is substantially similar to the Prior Rights Plan. Under the New Rights Plan, one right (a "Right") will still be issued for each Avigilon common share (a "Share"). The Rights will only become exercisable in the event that any person or group (an "Acquirer") acquires, or announces an intention to acquire, Shares that would take their Shareholdings to at least 20% of the Company's outstanding Share capital. The Rights will permit Shareholders other than the Acquirer to purchase additional Shares at a substantial discount. A permitted take-over bid, however, will not trigger the operation of the Rights; such bid would need to, among other things, be made by way of a circular to all Shareholders, not close unless more than 50% of the non-Acquirer's Shares have been tendered thereto, and, in contrast to the Prior Rights Plan, remain open for acceptance for at least 105 days, in accordance with the Amendments.
The New Rights Plan will require Shareholder approval within six months, and has been conditionally accepted by the Toronto Stock Exchange subject to such Shareholder approval. The Company intends to present the New Rights Plan to Shareholders at its 2016 Annual General and Special Meeting currently scheduled for June 23, 2016.
The description of the New Rights Plan in this news release is qualified in its entirety by the full text of the New Rights Plan, a copy of which is available under Avigilon's profile on SEDAR at www.sedar.com.
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