CALGARY, Sept. 15, 2011 /CNW/ - Petroamerica Oil Corp. ("Petroamerica")
(TSXV:PTA) is pleased to announce that its board of directors has
approved the adoption of a shareholder rights plan (the "Plan"). The
Plan is designed to ensure that the Company's shareholders are treated
fairly in the event of a take-over bid for the Company's common shares
and that the Company's board of directors and shareholders will have
adequate time to evaluate any unsolicited take-over bid and, if
appropriate, to evaluate and pursue other alternatives to maximize
The Plan was not adopted in response to any actual or threatened
take-over bid or other proposal from a third party to acquire control
The Plan is effective as of September 14, 2011 (the "Effective Date")
and has been executed by Petroamerica and the rights agent,
Computershare Trust Company of Canada. However, in accordance with the
requirements of the TSX Venture Exchange, Petroamerica's shareholders
will be asked to confirm the Plan at the next meeting of shareholders,
and in any event not later than March 13, 2012. If approved by shareholders, the Plan will be in effect until
the annual meeting of the shareholders in 2014.
At the close of business on the Effective Date, one right (a "Right")
will be issued and attached to each common share of Petroamerica
outstanding at that time. A Right will also attach to each common share
of Petroamerica issued after the Effective Date. If shareholders do not
confirm the Plan at the upcoming general meeting, the Plan and the
Rights will terminate and cease to be effective.
The Plan is similar to shareholder rights plans recently adopted by
several other Canadian companies. The Plan is not intended to block
take-over bids. The Plan includes "Permitted Bid" provisions which will
prevent the dilutive effects of the Plan from operating if a take-over
bid is made by way of a take-over bid circular that, among other
things, remains open for a minimum of 60 days and is accepted by a
specified proportion of the common shares held by independent
shareholders. The Plan will be triggered by an acquisition, other than
pursuant to a Permitted Bid, of 20% or more of the outstanding common
shares of Petroamerica or the commencement of a take-over bid that is
not a Permitted Bid. Details of the Plan will be included in the
information circular which shall be sent to Petroamerica's shareholders
for the upcoming general meeting.
Petroamerica is a junior oil and gas company operating in Colombia and
its shares are listed on the TSX Venture Exchange under the symbol
ON BEHALF OF PETROAMERICA OIL CORP.
President and CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE Petroamerica Oil Corp.
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