Avigilon's New Rights Plan harmonized with recent changes to Canadian take-over bid regulations
VANCOUVER, CANADA, May 26, 2016 /CNW/ - Avigilon Corporation ("Avigilon" or the "Company") (TSX: AVO), provider of trusted security solutions, today announced that its Board of Directors ("Board") has refreshed its shareholder rights plan (the "New Rights Plan") in line with recent amendments to the Canadian take-over bid regulations that came into force on May 9, 2016 (the "Amendments"). The New Rights Plan replaces the Company's prior shareholder rights plan dated January 12, 2016 (the "Prior Rights Plan"), which has been terminated.
The New Rights Plan will continue to help maximize shareholder value in the event of an unsolicited take-over bid by providing additional time for Avigilon's shareholders ("Shareholders") to consider the bid, and for its Board to explore, solicit, and consider strategic alternatives. The Company is not aware of any proposed take-over bid at this time.
The New Rights Plan is substantially similar to the Prior Rights Plan. Under the New Rights Plan, one right (a "Right") will still be issued for each Avigilon common share (a "Share"). The Rights will only become exercisable in the event that any person or group (an "Acquirer") acquires, or announces an intention to acquire, Shares that would take their Shareholdings to at least 20% of the Company's outstanding Share capital. The Rights will permit Shareholders other than the Acquirer to purchase additional Shares at a substantial discount. A permitted take-over bid, however, will not trigger the operation of the Rights; such bid would need to, among other things, be made by way of a circular to all Shareholders, not close unless more than 50% of the non-Acquirer's Shares have been tendered thereto, and, in contrast to the Prior Rights Plan, remain open for acceptance for at least 105 days, in accordance with the Amendments.
The New Rights Plan will require Shareholder approval within six months, and has been conditionally accepted by the Toronto Stock Exchange subject to such Shareholder approval. The Company intends to present the New Rights Plan to Shareholders at its 2016 Annual General and Special Meeting currently scheduled for June 23, 2016.
The description of the New Rights Plan in this news release is qualified in its entirety by the full text of the New Rights Plan, a copy of which is available under Avigilon's profile on SEDAR at www.sedar.com.
Avigilon Corporation provides trusted security solutions to the global market. Avigilon designs, develops, and manufactures video analytics, network video management software and hardware, surveillance cameras, and access control solutions. To learn more about our business, visit www.avigilon.com.
© 2016, Avigilon Corporation. AVIGILON and the AVIGILON logo are trademarks of Avigilon Corporation.
For further information:
Darren Seed, Vice President, Capital Markets & Communications
T: (604) 629-5182
Certain information and statements in this news release contain and constitute forward-looking information or forward-looking statements as defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements normally contain words like 'believe', 'expect', 'anticipate', 'plan', 'intend', 'continue', 'estimate', 'may', 'will', 'should', 'ongoing' and similar expressions, and within this news release include any statements (express or implied) respecting: the likelihood of any unsolicited take-over offer for the Company; the ability of the New Rights Plan to maximize Shareholder value; the ability of the New Rights Plan to give Shareholders adequate time to consider and evaluate any unsolicited take-over offer; the ability of the New Rights Plan to give the Board adequate time to explore, solicit and consider strategic alternatives; and the Company's intention to present the New Rights Plan to Shareholders at its 2016 Annual General and Special Meeting.
Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable and appropriate in the circumstances, including, without limitation, the New Rights Plan is a prudent measure to help maximize Shareholder value in connection with any unsolicited take-over offer.
Although management believes that the forward-looking statements are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Avigilon's business, as more particularly described in the "Risk Factors" section of Avigilon's Annual Information Form dated March 1, 2016, which is available under Avigilon's profile on SEDAR at www.sedar.com. Material risks and uncertainties applicable to the forward-looking statements set out herein include, but are not limited to, unforeseen events, developments or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Although Avigilon has attempted to identify factors that may cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, predicted, estimated or intended. Also, many of the factors are beyond the control of Avigilon. Accordingly, readers should not place undue reliance on forward-looking statements. Avigilon undertakes no obligation to reissue or update any forward-looking statements as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements contained in this news release are qualified by this cautionary statement.
SOURCE Avigilon Corporation