World Colour Press has enacted a new shareholder rights plan to encourage fair shareholder treatment in any take over offer.
The company also hopes that the rights plan would prevent a bidder from acquiring control of World Colour in a manner detrimental to shareholders.
The rights plan replaces the previous rights plan that was implemented in August 2009.
World Colour Press added that the rights plan will provide the board and shareholders more time to consider unsolicited take-over bids while allowing more time for the board to pursue other alternatives to maximise shareholder value.
According to the company, the rights plan will also prevent an attempt to acquire control of World Colour other than by an offer made to all shareholders.
The company said that the proposed acquisition of World Colour by Quad Graphics constitutes an exempt transaction under the rights plan and so will not trigger the rights plan.
The rights in the plan will become exercisable only when a person, including any party related to it, acquires or attempts to acquire 15 per cent or more of the outstanding common shares or of the outstanding voting shares without complying with the permitted bid provisions of the rights plan or without approval of World Colour's board, added the company.
Should such an acquisition occur or be announced, each right would, upon exercise, entitle a right's holder, other than the acquiring person and related persons, to buy common shares at a 50 per cent discount on the market price at the time.
The Toronto Stock Exchange has deferred its decision to consent to the rights plan until shareholders have ratified the rights plan.
The rights plan is subject to confirmation by the shareholders of World Colour at a meeting to be held within six months.
评论
收藏
打印
