Business News
Postmedia Network Announces Shareholder Rights Plan
Tuesday 09. November 2010 - Postmedia Network Canada Corp. ("Postmedia" or "the Company") announced today that its Board of Directors has adopted a Shareholder Rights Plan (the "Rights Plan") designed to ensure the fair treatment of shareholders in connection with any take-over bid. T
he Rights Plan is intended to provide the Board with adequate time to consider and evaluate any unsolicited bid made for Postmedia and provide the Board with adequate time to identify, develop, and negotiate alternatives, if considered appropriate, to any such unsolicited bid. The Boards actions are not related to any specific acquisition proposal and the Company is unaware of any take-over bid activity currently underway or proposed.
Under the Rights Plan, one right will be issued and will attach to each outstanding share of Postmedia. A right shall become exercisable upon a person, including any party related to it, acquiring or attempting to acquire 20% or more of the outstanding shares of a class without complying with the “Permitted Bid” provisions of the Rights Plan. Should such an acquisition occur or be announced, subject to all other provisions of the Rights Plan, each right will entitle the holder to purchase from Postmedia additional shares at a substantial discount to the prevailing market price. This purchase could cause substantial dilution to the person or group of persons attempting to acquire control of Postmedia, other than by way of a Permitted Bid. The Board has discretion to waive the application of the Rights Plan and to amend the Rights Plan at any time.
The rights expire on the termination of the Rights Plan, unless redeemed before such time. If the application of the Rights Plan is waived by the Board or a take-over bid is structured as a Permitted Bid, the rights will not become exercisable. Permitted Bids under the Rights Plan must be made to all shareholders for all of their Voting Shares and Variable Voting Shares, must be open for acceptance for a minimum of 60 days, and must otherwise comply with the Permitted Bid provisions of the Rights Plan.