Aiming to become the global leader in chip-scale photonic solutions by deploying Optical Interposer technology to enable the seamless integration of electronics and photonics for a broad range of vertical market applications

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Message: Poison pill
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Apr 01, 2015 08:24PM
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Apr 01, 2015 10:38PM
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Apr 01, 2015 11:39PM

Belpat: In order to protect the Company against an hostile takeover, they should implement a massive poison pill ASAP. It might already be in place but I have not read anything about It yet

There is indeed a poison pill, which has been approved by the AGM in August 2014. You can find (a draft of) the Shareholder Rights Plan (SRP) in all its gory details here: http://www.poet-technologies.com/wp-content/uploads/2014/06/Draft-Shareholders-Rights-Plan-2014.pdf. Beware: This is legal text and therefore virtually unreadable!

Here's my simplified summary:

If an acquirer reaches or exceeds the limit of directly or indirectly controlling 20 percent of the shares without management's consent ("Flip-In Event"), a massive dilution will take place.

Shareholders – except for the hostile acquirer – will be able to buy 10 new shares per share they already own. The price for each new share is 50 percent of the market price, which is defined as the weighted average share price of the previous 20 trading days.

To be more exact, each common share has a right attached to buy those 10 new shares. If a flip-in event occurs, the rights are separated from the shares and can be exercised independently of the shares. This is very important, because if you cannot or do not want to exercise the rights yourself, you can sell them to someone else.

Since the SRP is a legal document, there are of course a lot of conditions, provisos, definitions and the like, but I hopefully got the essence of it all distilled above. Please correct me if I am wrong!

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