VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 8, 2015) - Kobex Capital Corp. (TSX VENTURE:KXM)(OTCQB:KBXMF) (the "Company" or "Kobex") announced today that its board of directors (the "Board") has adopted a shareholder rights plan (the "Shareholder Rights Plan"), effective immediately. The Shareholder Rights Plan has been adopted to ensure, to the extent possible, that all shareholders of the Company are treated fairly and equally in connection with any unsolicited take-over bid or other acquisition of control of the Company, and that the Company's Board is provided with adequate time to consider and evaluate such a take-over bid or other acquisition and, if appropriate, identify, develop and negotiate any value-enhancing alternatives.
The Shareholder Rights Plan is intended to prevent the acquisition of 15% or more of the outstanding shares of Kobex or the entering into of arrangements or relationships that have a similar effect, without the Board having had the opportunity to review, evaluate and, if appropriate, pursue other alternatives to maximize shareholder value.
Permitted Bid
The Shareholder Rights Plan is not intended to prevent take-over bids. Under the Shareholder Rights Plan, a "permitted bid" may be made to all holders of voting shares (other than the offeror and its affiliates and associates) by way of a take-over bid circular prepared in compliance with applicable securities laws, which must remain open for acceptance by Kobex shareholders for a minimum of 120 days; is supported by a majority of Kobex shareholders other than the bidder (and its affiliates, associates and joint actors); and satisfies certain other conditions.
Share Purchase Rights
Under the terms of the Shareholder Rights Plan, the Board has authorized the issuance of one right (each, a "Right") in respect of each common share in the capital of Kobex issued and outstanding as at 5:00 p.m. (Toronto time) on October 8, 2015 (a "Share"), and one Right will also be issued with respect to each Share of Kobex subsequently issued, subject to the limitations set out therein. Under the terms of the Shareholder Rights Plan, the Rights will become exercisable if a person acquires, announces or has announced an intention to acquire beneficial ownership of Shares (or securities that are convertible into Shares or both) which, when aggregated with such person's (and its affiliates', associates' and joint actors') existing holdings, total 15% or more of the outstanding Shares.
Following the acquisition of 15% or more of the outstanding Shares (including securities that are convertible into Shares) by any person, each Right held by a person other than the offeror (and its affiliates, associates and joint actors) would, upon exercise, entitle the holder to purchase Shares at a substantial discount to their then prevailing market price. The Rights are not triggered, however, where a person is the beneficial owner of 15% or more of the outstanding common shares of the Company as of the close of business on October 7, 2015. Such persons are "grandfathered" provided that they do not acquire additional Shares.
The Shareholder Rights Plan is subject to the approval of the TSX Venture Exchange and is scheduled to expire on April 8, 2016.
A copy of the Shareholder Rights Plan will be available under the Company's profile on SEDAR at www.sedar.com.
Forward-Looking Statements
Certain statements contained in this news release may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The use of any of the words "anticipate", "continue", "expect", "may", "will", "would", "project", "should", "believe", "plan" and "intends" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements are based on certain factors and assumptions, and there can be no assurance that such assumptions will prove to be correct. Readers are cautioned that forward-looking statements included in this news release are not guarantees of future performance, and are also cautioned not to place undue reliance on forward-looking statements which involve known and unknown material risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any anticipated results, performance or achievements expressed or implied in such forward-looking statements. These statements speak only as of the date of this news release. Kobex undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities law.
All of the forward-looking statements made in this news release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Kobex.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.