Shareholders Rights Plan
posted on
Aug 11, 2010 08:05AM
Yes, a BIG HIT and only more big hits are coming
TORONTO, ONTARIO--(Marketwire - Aug. 11, 2010) - MacDonald Mines Exploration Ltd. (TSX VENTURE:BMK) ("MacDonald" or the "Company") announces that its Board of Directors (the "Board") approved the adoption of a shareholder right plan (the "Plan") dated August 6, 2010.
The purpose of the Plan is to provide both shareholders and the Board sufficient time to adequately consider a take-over bid and to allow for competing and alternative proposals to emerge during the period between the announcement of the proposed take-over bid and the period of review allowed within the Plan. The Plan is similar to those adopted by other Canadian public companies, and MacDonald is currently unaware of any party contemplating or preparing a proposal to acquire control of the Company.
At the close of business on August 6, 2010 existing shareholders of the Company were granted "Rights" to acquire additional common shares. The Rights were granted for no cash or non-cash consideration. These Rights are attached to each share as long as the Plan remains in effect. Each subsequent shareholder who invests in the Company's common shares will also be entitled to the Rights for no consideration.
The value of these Rights are that they allow shareholders, other than the take-over bidder, to purchase, at the Exercise Price one common share of the Company for each common share held. This Right is triggered only if a party attempts to acquire 20% or more of the outstanding shares of the Company and this proposed acquisition does not meet the Permitted Bid requirements set forth within the Plan. Under the Plan, bids that meet certain requirements intended to protect the interests of all Shareholders are deemed to be Permitted Bids. Permitted Bids must remain open for 60 days and must be made by way of a take-over bid circular prepared in compliance with applicable securities laws.
The Board's approval of the Plan is subject to the TSX Venture Exchange's acceptance and the Plan will remain in place for six months. It is the Company's intention for the Board to reapprove the Plan for a further six months prior to its expiry. The Company will then seek approval of the Plan from the shareholders at the next Special and Annual General Meeting to be held on or before June 30, 2011.
All capitalized terms within this press release without definition have the meanings attributed to them in the Plan. The shareholder rights plan will be available on SEDAR shortly for those shareholders who wish to view the document in its entirety.