Posted: Wednesday, April 6, 2016
UrtheCast Corp. (TSX:UR) ("UrtheCast" or the "Company") today announced that its board of directors has approved the adoption of a shareholder rights plan (the "Rights Plan"), effective April 5, 2016. The Rights Plan has been conditionally accepted by the Toronto Stock Exchange ("TSX"), subject to ordinary course shareholder approval conditions.
Although effective as of April 5, 2016, the Rights Plan is subject to ratification by UrtheCast's shareholders within six months, in accordance with TSX rules. Shareholder approval will be sought at the annual general and special meeting of the shareholders on May 10, 2016 (the "AGM"). If the shareholders do not ratify the Rights Plan at the AGM, the Rights Plan and all of the rights outstanding at the time will terminate.
The Rights Plan is designed to ensure that, in the context of a bid for control of the Company through an acquisition of shares, all shareholders have an equal opportunity to participate in, and adequate time to assess, the bid. The Rights Plan is not intended to prevent take-over bids that treat shareholders equally and offer fair value. The Rights Plan expressly permits certain take-over bids, referred to as "permitted bids", that meet basic requirements intended to protect the interests of shareholders.
Under the terms of the Rights Plan, one right (a "Right") will be issued by the Company for each outstanding share. The Rights become exercisable only if a person acquires 20% or more of the shares of the Company without complying with the "permitted bid" provisions of the Rights Plan or without the approval of the Company's board of directors. Once exercisable, the Rights entitle holders (other than such acquiring person, its affiliates, associates and joint actors) to purchase shares of the Company at a substantial discount to the prevailing market price at the time that the Rights become exercisable.
The Rights Plan was not adopted in response to any specific take-over bid for the Company that has been made or that the Company is aware of. The Rights Plan is similar to plans adopted by other Canadian companies, with such amendments to take into consideration National Instrument 62-104 – Take-Over Bids and Issuer Bids (the "New Take-Over Bid Rules"), which rules are expected to come into force in May of 2016. In particular, the "permitted bid" criteria in the Rights Plan aligns with the New Take-Over Bid Rules, which require a minimum 105-day bid period, an irrevocable minimum tender condition and a 10-day bid extension period. The Rights Plan also addresses concerns that a person may acquire control of UrtheCast through market purchases of shares, known as a "creeping bid", without paying fair value for a control position or sharing a control premium equally among all shareholders.
To constitute a "permitted bid" under the Rights Plan, a bid must be made to all holders of the Company's shares and must be open for acceptance for at least 105 days (which period may be reduced in certain circumstances). If, after 105 days, at least 50% of the outstanding shares (other than those owned by the bidder, its affiliates, associates and joint actors) have been tendered and not withdrawn, the bidder may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
The description of the Rights Plan in this news release is qualified in its entirety by the full text of the Rights Plan, a copy of which is available under UrtheCast's SEDAR profile at www.sedar.com.
ABOUT URTHECAST CORP.
UrtheCast Corp. is a Vancouver-based technology company that serves the rapidly evolving geospatial and geoanalytics markets with a wide range of information-rich products and services. The Company currently operates four Earth Observation sensors in space, including two cameras aboard the International Space Station and two satellites, Deimos-1 and Deimos-2. Imagery and video data captured by these sensors are downlinked to ground stations across the planet and displayed on UrtheCast's cloud-based web platform, or distributed directly to partners and customers. UrtheCast is also developing and anticipates launching the world's first fully-integrated constellation of multispectral optical and SAR satellites, called OptiSARTM, which the Company believes will revolutionize monitoring of our planet with high quality, high resolution, and high revisit imagery in all weather conditions, any time of day. Common shares of UrtheCast trade on the Toronto Stock Exchange as ticker 'UR'.
For more information, visit UrtheCast's website at www.urthecast.com.
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