bepando wrote: Here are the poison-pill provisions -- from the 2011 Annual Information Form available on PLI's website on pages 37-38 -- I think the last time the Board addressed this issue and they were approved at the May 2012 AGM:
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Take-Over Bid Protection
At the Corporation’s annual meeting of its shareholders held on May 3, 2006, two shareholders rights plans were adopted, and came into force. Both shareholders rights plans were re-adopted at ProMetic’s annual meeting of shareholders held on May 6, 2009, and are to be re-adopted at ProMetic’s annual and special meeting of shareholders to be held on May 9, 2012.
The rights issued under the first plan will become exercisable only if a person or entity acquires or announces an intention to acquire shares for a total ownership of 20% or more of the Corporation’s outstanding Common Shares in an unsolicited takeover bid, unless such acquisition meets certain requirements intended to protect the interests of all shareholders in a “permitted bid”. Each such right will entitle its holder to purchase Common Shares of the Corporation at a substantial discount to the market value of such shares at the time of exercise. A “permitted bid” is one made to all shareholders by way of a takeover bid circular prepared in accordance with applicable securities laws, which remains open for a minimum of sixty (60) days, and is accepted by the holders of not less than 50% of the shares held by shareholders other than the proposed acquiror and its related parties, among other conditions. In certain cases, the bid must be extended to allow more time for shareholders to tender.
The second shareholder rights plan seeks to maximize shareholder value by spinning-off the Corporation’s subsidiaries, PBI and 7662114 Canada Inc. (“NewCo”), to the benefit of all
shareholders in the event of an unsolicited takeover bid. Therapeutics in development by this subsidiary could have a high potential value and, for that reason, could induce an interested party to make a hostile takeover bid on ProMetic. This spin-off shareholder rights plan reduces the incentive for an offeror to avail itself of a low market capitalization of the Corporation through a take-over bid, instead of negotiating a commercial transaction that reflects the full value for PBI’s or NewCo’s rights and other assets. Rights issued under this second shareholder rights plan will become exercisable in the event of an unsolicited offer and will entitle their holders to purchase Class A shares of PBI and Class A shares of NewCo at an exercise price of $0.00001 per subsidiary share, the whole subject to compliance with securities laws.
Rights under each shareholder rights plan were issued to all shareholders. They are
automatically attached to all Common Shares of the Corporation already issued and outstanding on the date the plans came into force. Rights will also be issued thereafter upon any future issuance of Common Shares of the Corporation prior to Separation Time (as defined under each plan). Under each plan, the bidder or bidders and persons acting in concert with them will not be entitled to exercise such rights and the Corporation may redeem all rights at any time prior to a takeover.
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