North American Energy Partners Adopts Shareholder Rights Plan
October 07 2011 - 5:01PM
Marketwired
North American Energy Partners Inc. ("NAEP" or the "Company")
(TSX:NOA) (NYSE:NOA) today announced that its board of directors
has approved the adoption of a shareholder rights plan (the "Rights
Plan") designed to encourage the fair and equal treatment of
shareholders in connection with any takeover bid for the
outstanding common shares of NAEP.
In the event that a takeover bid is made for NAEP's common
shares in the future, the Rights Plan is intended to provide NAEP's
board with adequate time to assess a takeover bid, to consider
alternatives to a takeover bid and to provide NAEP's shareholders
with time to assess a takeover bid. The Rights Plan is similar to
those adopted by many other Canadian companies.
According to the terms set out in the Rights Plan, offers that
satisfy certain minimum standards designed to protect shareholder
interests will be considered to be "Permitted Bids". Specifically,
a Permitted Bid must be made by way of a takeover bid circular that
is in conformity with the applicable securities laws, must be made
to all existing shareholders of NAEP, must be outstanding for a
minimum period of 60 days, and must satisfy certain other
conditions.
As per the terms of the Rights Plan, NAEP issued and attached
one right ("Right") to each outstanding common share of NAEP that
is held by registered shareholders as of close of business on
October 21, 2011. In the event that an unsolicited takeover bid
does not meet the applicable requirements to be deemed a Permitted
Bid, these Rights will grant shareholders, other than the acquiring
person and its affiliates, associates and joint actors, the
opportunity to acquire common shares of NAEP at a significant
discount to the prevailing market price of the common shares.
NAEP's board is not aware of any specific takeover bid for NAEP
that has been made or is contemplated.
The Rights Plan is not triggered by the existing holdings of any
person or group that, as of the close of business on October 7,
2011, holds 20% or more of NAEP's common shares. NAEP's board is
not aware of any such person or group.
The Rights Plan is subject to acceptance by the Toronto Stock
Exchange. NAEP intends to put the Rights Plan before the
shareholders for ratification. If the Rights Plan is not ratified
by NAEP's shareholders within 6 months, the Rights Plan and all of
the Rights outstanding at the time will terminate.
A copy of the Rights Plan will be filed shortly on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov, and can also be obtained
from NAEP upon written request.
Forward-Looking Statements
The information provided in this release contains
forward-looking statements. Forward-looking statements include
statements preceded by, followed by or that include the words
"may", "could", "would", "should", "believe", "expect",
"anticipate", "plan", "estimate", "target", 'project", "intend",
"continue", "further" or similar expressions. Such forward-looking
statements reflect NAEP's view with respect to the operation of the
Rights Plan and the timing and ratification of the Rights Plan by
NAEP's shareholders. Forward-looking statements involve known and
unknown risks and uncertainties and other factors outside NAEP's
control. A number of factors could cause the operation of the
Rights Plan to differ materially from the current expectations as
expressed in the forward-looking statements.
See the risk factors highlighted in materials filed with the
securities regulatory authorities in the United States and Canada
from time to time, including but not limited to the most recent
Management's Discussion and Analysis filed respectively in the
United States and Canada. Undue reliance should not be placed upon
forward-looking statements and NAEP undertakes no obligation, other
than those required by applicable law, to update or revise these
statements.
For more complete information about NAEP, you should read the
disclosure documents filed with the SEC and the CSA. You may obtain
these documents for free by visiting the SEC website at www.sec.gov
or SEDAR on the CSA website at www.sedar.com.
About the Company
North American Energy Partners Inc. (www.naepi.ca) is one of the
largest providers of heavy construction, mining, piling and
pipeline services in Western Canada. For more than 50 years, NAEP
has provided services to large oil, natural gas and resource
companies, with a principal focus on the Canadian oil sands. NAEP
maintains one of the largest independently owned equipment fleets
in the region.
Contacts: North American Energy Partners Inc. Kevin Rowand
Investor Relations (780) 969-5528 (780) 969-5599
(FAX)krowand@nacg.cawww.naepi.ca
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