Innovotech Inc. (TSX VENTURE:IOT) ("Innovotech") announced that, at its Annual
and Special Meeting of the Shareholders for the financial year ending December
31, 2009 held on April 20, 2010 as scheduled, the shareholders approved the
adoption of a shareholder rights plan ("Rights Plan") designed to provide its
shareholders with full and fair value in the event of a possible take-over bid
for its common shares. The Rights Plan has been implemented pursuant to the
terms of a shareholder rights plan agreement entered into between Innovotech and
Olympia Trust Company, as rights agent, dated March 1, 2010 (the "Agreement")
and filed on SEDAR on March 24, 2010. The Agreement took effect immediately upon
execution, subject to ratification by Innovotech's shareholders. Adoption of the
Rights Plan is subject to regulatory acceptance.


The objectives of the Rights Plan are to ensure, to the extent possible, that
all shareholders of Innovotech are treated equally and fairly in connection with
any take-over bid or similar proposal to acquire common shares of Innovotech. As
of the date of this press release, Innovotech is not aware of any third party
considering or preparing any proposal to acquire control of Innovotech or of any
pending or threatened take-over bid for its common shares.


Under the terms of the Rights Plan, Innovotech authorizes the issuance of one
right to attach to each common share of Innovotech outstanding and any other
common share in the capital stock of Innovotech or voting interests of
Innovotech entitled to vote generally in the election of directors (collectively
the "Voting Shares") issued thereafter subject to the limitations set forth in
the Rights Plan.


Each right entitles the holder thereof, after the Separation Time, to purchase
from Innovotech one common share pursuant to the terms and subject to the
conditions set forth in the Rights Plan. The rights will separate from the
Voting Shares to which they are attached and will become exercisable at the
close of business (the "Separation Time") on the eighth trading day after the
earliest of: (a) the first date of public announcement that a person and/or
others associated, affiliated or otherwise connected to such person, or acting
in concert with such person, have become an Acquiring Person; (b) the date of
commencement of, or first public announcement of the intent of any person to
commence a take-over bid, other than a Permitted Bid or a Competing Permitted
Bid, or such later date as the board may determine in good faith, and (c) the
date upon which a Permitted Bid or a Competing Permitted Bid ceases to be such.
Subject to adjustment as provided in the Rights Plan, each right entitles the
holder to purchase one common share for an exercise price (the "Exercise Price")
equal to one-quarter (1/4) of the market price per common share as such is
determined as at the Separation Time.


The acquisition by any person (an "Acquiring Person") of 20% or more of the
common shares, other than by way of a Permitted Bid, is referred to as a
"Flip-in Event". Any Rights held by an Acquiring Person will become void upon
the occurrence of a Flip-in Event.


At the close of business on the tenth trading day after the first public
announcement that an Acquired Person (beneficial owner of 20% or more of the
outstanding voting shares) has become such, the Rights (other than those held by
the Acquiring Person) will entitle the holder to purchase Voting Shares having
an aggregate market price (based on the prevailing Market Price as defined in
the Shareholder Rights Agreement) equal to twice the Exercise Price for an
amount in cash equal to the Exercise Price.


A Permitted Bid must remain open for acceptance for not less than 60 days and
must be made through a take-over bid circular prepared in compliance with
applicable securities laws and certain other conditions of the Rights Plan.


All capitalized terms without definition have the meanings attributed to them in
the Rights Plan unless otherwise indicated.


About Innovotech Inc.:

Innovotech is a product development company focusing on the development of
solutions to medical, agricultural and industrial problems caused by microbial
biofilms. Biofilms are protected communities of microorganisms which are very
common and very difficult to treat due to their inherent resistance. They have
been implicated in a host of devastating infections in agriculture, human health
and industry. No diagnostics or antibiotics are currently approved for use in
infections involving biofilms. 


This document may contain forward-looking statements that are predictive in
nature and subject to risks and uncertainties that cannot be predicted or
quantified; consequently, actual results may differ materially from past results
and those expressed or implied by any forward-looking statements. Factors that
could cause or contribute to such risks or uncertainties include, but are not
limited to: the regulatory environment including the difficulty of predicting
regulatory outcomes; changes in the value of the Canadian dollar; the Company's
reliance on a small number of customers including government organizations;
fluctuations in operating results; government policies or actions; progress and
cost of clinical trials; reliance on key strategic relationships; uncertainty
related to intellectual property protection and potential costs associated with
its defense; the Company's exposure to lawsuits and other matters beyond the
control of management. Should known or unknown risks or uncertainties
materialize, or should management's assumptions prove inaccurate, actual results
could vary materially from those anticipated. The Company undertakes no
obligation to publicly make or update any forward-looking statements, except as
required by applicable law.


Innovotech (TSXV:IOT)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Innovotech Charts.
Innovotech (TSXV:IOT)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Innovotech Charts.