Ivanhoe Mines Adopts Plan to Protect Shareholders' Rights to Be Confirmed at Annual General Meeting May 7, 2010
April 05 2010 - 10:24PM
Marketwired
The Board of Directors of Ivanhoe Mines Ltd. (TSX: IVN)(NYSE:
IVN)(NASDAQ: IVN) announced today that it has adopted a
shareholders' rights plan (the Plan) to ensure the fair treatment
of all Ivanhoe Mines shareholders during any takeover bid for
Ivanhoe's outstanding common shares, or other transaction that
would involve a change of control.
The Plan is effective immediately, subject to confirmation
through a vote of shareholders at the annual general and special
meeting to be held in Vancouver May 7, 2010.
David Huberman, Ivanhoe Mines' lead independent Director and
Chair of the Corporate Governance Committee, said the Plan is
consistent with the company's objective of enhancing value for
shareholders. "The Plan is structured along the same lines as other
shareholders' rights plans that have been adopted by a number of
leading Canadian companies. It is not in response to any specific
initiative by any particular company and is not intended to prevent
takeover bids that treat Ivanhoe Mines shareholders fairly."
The Plan will allow shareholders to properly evaluate and assess
a takeover bid without facing undue pressure or coercion. The Plan
provides Ivanhoe's Board of Directors with additional time to
consider any takeover bid and, if applicable, to explore
alternative transactions that would maximize value for
shareholders. It is intended to prevent any shareholders from
increasing their holdings beyond 20% - or in the case of Executive
Chairman Robert Friedland and Rio Tinto, beyond their current or
contractually agreed levels - without making an offer to all other
shareholders.
The Plan does not affect the rights of Rio Tinto to increase its
present 22.4% interest in Ivanhoe Mines through the exercise of
warrants, a convertible bond and secondary market purchases during
the current, five-year standstill agreement between Ivanhoe and Rio
Tinto that is in effect until October 27, 2011.
Under the terms of the Plan, any bid that meets certain criteria
intended to protect the interests of all shareholders and is
supported by the majority of all non-conflicted shareholders is
deemed to be a Permitted Bid and does not trigger the Rights under
the Plan.
Following the unanimous recommendation of Ivanhoe's Corporate
Governance Committee - whose members are all independent of the
company's management and its principal shareholders - the Board of
Directors adopted the plan after determining that its provisions
are in the best interests of Ivanhoe, its shareholders and other
stakeholders. Ivanhoe's financial advisers, Citigroup Global
Markets Inc. and independent mining sector specialist Hatch
Corporate Finance, were involved in the preparation of the Plan and
agree that the Plan supports the Board's commitment to value
enhancement.
The Toronto Stock Exchange, the New York Stock Exchange and the
NASDAQ Stock Market have accepted notice of the Plan, subject to,
among other conditions, confirmation of the Plan by Ivanhoe's
shareholders.
The complete text of the Plan will be available for public
viewing at the System for Electronic Document Analysis and
Retrieval (SEDAR) via the Internet at www.sedar.com
(http://www.sedar.com/DisplayProfile.do?lang=EN&issuerType=03&issuerNo=00002549),
or upon request from Ivanhoe Mines.
About Ivanhoe Mines
Ivanhoe Mines is an international mining company with operations
focused in the Asia Pacific region. Ivanhoe's core assets include
its world-scale, Oyu Tolgoi copper-gold mine development project in
southern Mongolia.
Ivanhoe Mines' other core assets are its 57% interest in
Mongolian coal miner SouthGobi Energy Resources (TSX: SGQ)(SEHK:
1878); an 81% interest in Ivanhoe Australia (ASX: IVA), a
copper-gold-uranium-molybdenum-rhenium exploration and development
company; and a 50% interest in Altynalmas Gold Ltd., a private
company developing the Kyzyl Gold Project in Kazakhstan.
Ivanhoe Mines' shares are listed on the New York, NASDAQ and
Toronto stock exchanges under the symbol IVN.
Forward-looking statements
Certain statements made herein, including statements relating to
matters that are not historical facts and statements of our
beliefs, intentions and expectations about developments, results
and events which will or may occur in the future, constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation and "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking information and statements are typically identified
by words such as "anticipate", "could", "should", "expect", "seek",
"may", "intend", "likely", "plan", "estimate", "will", "believe"
and similar expressions suggesting future outcomes or statements
regarding an outlook.
All such forward-looking information and statements are based on
certain assumptions and analyses made by Ivanhoe Mines' management
in light of their experience and perception of historical trends,
current conditions and expected future developments, as well as
other factors management believes are appropriate in the
circumstances. These statements, however, are subject to a variety
of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected
in the forward-looking information or statements. Important factors
that could cause actual results to differ from these
forward-looking statements include those described under the
heading "Risks and Uncertainties" elsewhere in the Company's
MD&A filed at www.SEDAR.com. The reader is cautioned not to
place undue reliance on forward-looking information or statements.
Except as required by law, the Company does not assume the
obligation to revise or update these forward-looking statements
after the date of this document or to revise them to reflect the
occurrence of future, unanticipated events.
Contacts: Ivanhoe Mines Ltd. Bill Trenaman Investors
+1.604.688.5755 Ivanhoe Mines Ltd. Bob Williamson Media
+1.604.331.9830 www.ivanhoemines.com
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