ENTREC Corporation Adopts Shareholder Rights Plan
December 02 2013 - 7:00AM
Marketwired
ENTREC Corporation Adopts Shareholder Rights Plan
SPRUCE GROVE, ALBERTA--(Marketwired - Dec 2, 2013) - ENTREC
Corporation (TSX-VENTURE:ENT) ("ENTREC" or the "Company") announced
today that its board of directors (the "Board") has approved the
adoption of a shareholder rights plan (the "Plan"). The TSX Venture
Exchange has conditionally approved the Plan. While the Plan comes
into effect immediately, it is subject to shareholder ratification
within six months of its adoption. The Company will seek
shareholder ratification at its annual meeting of shareholders
currently anticipated to be held in May 2014.
The Plan is similar to other shareholder rights plans adopted by
Canadian publicly listed companies and is designed to encourage the
fair treatment of the Company's shareholders in the event of any
take-over bid for the Company's common shares. It provides the
Board with more sufficient time to assess and evaluate any
unsolicited take-over bid, and to explore and develop, if
appropriate, alternatives that enhance shareholder value and to
give shareholders adequate time to consider any such
transaction.
In connection with the Plan, the Board authorized the issuance
of one right in respect of each common share of the Company
outstanding as of the close of business on December 1, 2013, and
one right will attach automatically to each common share issued
after such date. Each right entitles the holder of the right to
purchase from the Company an additional common share of the Company
at the exercise price, which has initially been set at CAD $50.00,
subject to the terms and conditions set forth in the Plan.
The rights will become exercisable only when a person, including
any party related to it, acquires or announces its intention to
acquire beneficial ownership of common shares of the Company which,
when aggregated with its current holdings, total 20% or more of the
Company's outstanding common shares, without complying with the
"Permitted Bid" provisions of the Plan or without the approval of
the Board. Following the actual acquisition by such person or
persons of such amount of shares, and subject to the terms and
conditions of the Plan, each right would be amended to entitle the
holder of the right, other than the acquiring person or any related
persons, to exercise their right and purchase common shares of the
Company at a substantial discount to the market price at that time
(i.e. each exercising person would receive, upon payment of the
exercise price (i.e. CAD $50.00), that number of common shares of
the Company having an aggregate market price on the date of the
occurrence of such event equal to twice the exercise price for an
amount in cash equal to the exercise price).
The Plan is not intended to prevent take-over bids. Under the
Plan, a "Permitted Bid" is to be made to all registered holders of
common shares by way of a takeover bid circular prepared in
accordance with applicable securities laws and must comply with
certain other conditions.
There is currently no proposed or pending unsolicited take-over
bid for the Company of which management is aware.
A copy of the Plan is available on the Company's website at
www.entrec.com and on SEDAR at wvw.sedar.com.
About ENTREC
ENTREC is a leading provider of heavy lift and heavy haul
services with offerings encompassing crane services, heavy haul
transportation, engineering, logistics and support. ENTREC provides
these services to the oil and natural gas, construction,
petrochemical, mining and power generation industries. ENTREC's
common shares trade on the TSX Venture Exchange under the trading
symbol "ENT".
Forward-looking
statements
This press release contains information that is forward-looking
information within the meaning of applicable securities laws. In
some cases, forward-looking information can be identified by the
use of terms such as "may", "will", "should", "expect", "plan",
"anticipate", "believe", "intend", "estimate", "predict",
"potential", "continue" or the negative of these terms or other
similar expressions concerning matters that are not historical
facts.
Forward-looking information by its nature necessarily involves
risks and uncertainties including, without limitation, whether the
plan will receive the necessary shareholder approval, the timing
and conditions to obtaining final TSX Venture Exchange approval,
the timing and conditions under which the rights issued under the
Plan will become exercisable and related risks and uncertainties.
If any of these risks or uncertainties were to materialize or if
the factors and assumptions underlying the forward-looking
information were to prove incorrect, actual results could vary
materially from those that are expressed or implied by the
forward-looking information contained herein. The Company disclaims
any intention or obligation, other than those required by security
laws, to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its regulation services
provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
ENTREC CorporationRod MarlinChairman & CEO(780)
960-5647ENTREC CorporationJohn M. StevensPresident & COO(780)
960-5625ENTREC CorporationJason VandenbergCFO(780)
960-5630www.entrec.com
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