NEWS: Poison Pill "Take Over Plan" Shareholder Rights Plan
Vertical Exploration adopts shareholder rights plan
2018-04-25 11:18 ET - News Release
Mr. Peter Swistak reports
VERTICAL EXPLORATION ADOPTS SHAREHOLDER RIGHTS PLAN
Vertical Exploration Inc. has adopted a shareholder rights plan, effective today.
The plan is designed to ensure that the company's shareholders will be treated fairly in the event of a takeover bid for the company's common shares, and that the company's board of directors and shareholders will have adequate time to evaluate any unsolicited takeover bid and, if appropriate, to evaluate and pursue other alternatives to maximize shareholder value.
The plan includes permitted bid provisions which will prevent the dilutive effects of the plan from operating if a takeover bid is made by way of a takeover bid circular that, among other things, remains open for a minimum of 105 days and is accepted by a specified proportion of the common shares held by independent shareholders. The plan will be triggered by an acquisition, other than pursuant to a permitted bid, of 20 per cent or more of the outstanding common shares of the company.
The plan was not adopted in response to any actual or threatened takeover bid or other proposal from a third party to acquire control of the company.
The company has received approval from the NEX board with respect to the plan, and intends to seek confirmation from its shareholders within the next six months. If approved by its shareholders, the plan will remain in effect, but must be reconfirmed by its shareholders in 2021. If the shareholders do not confirm the plan within the next six months, the plan will be terminated.
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