Vior Adopts Shareholder Rights Plan
February 11 2008 - 10:10AM
Marketwired
QUEBEC CITY, QUEBEC (FRANKFURT: VL5) announces that its board of
Directors (the "Board") has adopted a Shareholder Rights Plan (the
"Plan") to encourage the fair treatment of Shareholders, should a
take-over bid be made for Vior. The Plan is effective today and
will provide the Board and the Shareholders, more time to consider
any unsolicited take-over bid for Vior. The Plan is intended to
discourage coercive or unfair take-over bids and gives the Board
time to pursue alternatives to maximize Shareholder value, if
appropriate, in the event of an unsolicited take-over bid.
The Plan has not been adopted in response to, or in
contemplation of, any specific proposal to acquire control of Vior.
The Plan is subject to acceptance by the TSX Venture Exchange and
must be ratified by the Shareholders within a period of six (6)
months following its adoption by the Board. In this regard, the
Board plans to hold a shareholders meeting before August 11, 2008.
Unless otherwise terminated in accordance with its terms, the Plan
will terminate at the close of the third Annual Meeting of Vior
Shareholders following the meeting at which the Plan is ratified by
the Shareholders, unless the Plan is reconfirmed and extended at
such meeting.
The Board is of the view that the publication of its most recent
National Instrument 43-101 compliant independent report on the
Douay project (see PR dated November 7, 2007) might have created an
environment where an opportunistic take-over offer could be made
for Vior. Such an offer may not be in the best interest of all
Shareholders. Consequently, the Board has adopted the Plan, the
benefits of which extend to Vior Shareholders should an offer be
made for Vior.
The Rights issued under the Plan will become exercisable only
when a person, including any party related to such person, acquires
or announces its intention to acquire 20% or more of the
outstanding shares of Vior without complying with the "Permitted
Bid" provisions of the Plan or without the approval of the Board.
Should such an acquisition occur, each Right will, upon exercise,
entitle a Right holder other than the acquiring person or related
persons, to purchase shares of Vior at a substantial discount to
the market price at the time.
Under the Plan, a "Permitted Bid" is defined as a bid made to
all shareholders of Vior and that is open for acceptance for not
less than 60 days. If, at the end of such 60-day period, at least
50% of the outstanding shares, other than those owned by the
Offeror or certain related parties, have been tendered, the offeror
may take up and pay for the shares but must extend the bid for a
further 10 days to allow other Shareholders to tender.
The Plan is similar to other shareholder rights plans recently
adopted by other Canadian companies and approved by their
respective shareholders. A complete copy of the Plan will be
available shortly on the SEDAR website at www.sedar.com.
Profile
Vior is a growing mining company focused on acquiring and
developing high quality, low risk gold and base metal resource
prospects in accessible mining areas of Quebec. The Company wholly
owns the Douay gold project which, according to the latest NI
43-101 compliant independent resources evaluation, contains 1.85
million ounces of gold in the inferred category and 269,000 ounces
of gold in the measured and indicated categories (See press release
dated November 7, 2007). The Company is aggressively pursuing
opportunities to develop working interests in mineral properties
that offer significant upside exploration potential. Vale Inco
Limited is the largest shareholder of Vior with an 11%
interest.
The TSX Venture Exchange (TSX Venture) does not accept
responsibility for the adequacy or accuracy of this Press
Release.
Contacts: Vior Inc. Patrick Bradley President 514-235-1409
pbradley@vior.ca www.vior.ca
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