Post by
dcully on Sep 06, 2010 11:31pm
Shareholders Plan Cuz Gert
There have been recent suggestions of buyouts at small premiums to the stock price and I don't much like the sound of that. I recalled that you had indicated there was a good shareholders rights plan in place to protect the shareholders in the event of a takeover. I went back to peek at the plan and found the following description on the web site. It sets the following four conditions for the offer that must be met otherwise stockholders get the right to purchase extra shares. It looks like the key protection it affords stockholders is the requirement for greater than 50% of the stock must be deposited for a purchase offer to succeed. I guess if mgmt controls 50% of the stock, then it is good. Is that the protection you were referring to?                                                                                        Regards                                                                                                    Doug                                                                                                          "The Plan entitles shareholders to severable rights to purchase additional shares of the Company upon the occurrence of a take-over bid (i.e. an offer to purchase 20% or more of the issued shares, when aggregated with the offeror's shareholdings), which fails to meet certain conditions. Bids which meet these conditions ("Permitted Bids") do not trigger the rights to purchase additional shares. Permitted Bids are offers which meet all of the following conditions: 1. The offer is made to all shareholders and includes shares issuable upon exercise of share purchase warrants, stock options and other convertible securities;                                                                   2. The offer must contain an irrevocable and unqualified provision that no shares will be taken up or paid for prior to the close of business on a date less than 60 days following the date of the Bid, and only if at such date more than 50% of the shares held by independent shareholders have been deposited or tendered and not withdrawn;                3. The offer must contain an irrevocable and unqualified provision that any shares deposited may be withdrawn at any time until being taken up and paid for; and                                                                 4. The offer must contain an irrevocable and unqualified provision that if the deposit conditions set out in item 2 above are met, then the offeror will make a public announcement of that fact, and the bid will remain open for deposits or tenders of additional shares for not less than 10 business days from the date of the public announcement.The Plan is designed to ensure that all shareholders are treated fairly and equitably in the event of a take-over bid."