Symbol: AZM.TSX Venture
MONTREAL, June 1 /CNW Telbec/ The board of directors of Azimut
Exploration Inc. (the "Corporation") has approved yesterday the adoption of a
shareholder rights plan (the "Rights Plan"). The Rights Plan is designed to
encourage the fair treatment of shareholders in connection with any takeover
offer for the Corporation.
The Rights Plan entitles shareholders to severable rights to purchase
additional shares of the Company upon the occurrence of a take-over bid (i.e.
an offer to purchase 20% or more of the issued shares, when aggregated with
the offeror's shareholdings), which fails to meet certain conditions. Bids
which meet these conditions ("Permitted Bids") do not trigger the rights to
purchase additional shares. Permitted Bids are offers which meet all of the
1. The offer is made by way of a take-over bid circular to all
shareholders, and includes shares issuable upon exercise of share
purchase warrants, stock options and other convertible securities;
2. The offer must contain an irrevocable and unqualified provision that
no shares will be taken up or paid for prior to the close of business
on a date less than 60 days following the date of the Bid, and only if
at such date more than 50% of the shares held by independent
shareholders have been deposited or tendered and not withdrawn;
3. The offer must contain an irrevocable and unqualified provision that
any share deposited may be withdrawn at any time until being taken up
and paid for; and
4. The offer must contain an irrevocable and unqualified provision that
if the deposit conditions set out in item 2 above are met, then the
offeror will make a public announcement of that fact, and the bid will
remain open for deposits or tenders of additional shares for not less
than 10 business days from the date of the public announcement.
The Rights Plan allows for a competing permitted bid (a "Competing
Permitted Bid") made while a Permitted Bid is in existence, which must satisfy
the requirements of a Permitted Bid, except that it may expire on the same
date as the Permitted Bid, subject to the statutory requirement that it must
be outstanding for a minimum period of 35 days.
The Rights Plan will provide the board of directors and the shareholders
with more time to fully consider any unsolicited takeover bid for the
Corporation without undue pressure, to allow the board of directors to pursue,
if appropriate, other alternatives to maximize shareholder value and to allow
additional time for competing bids to emerge.
The Rights Plan is not being proposed in response to, or in anticipation
of, any acquisition or takeover offer and is not intended to prevent a
take-over of the Corporation, to secure continuance of current management or
the directors in office or to deter fair offers for the common shares.
The Rights Plan, adopted by the board of directors and effective as of
May 31st, 2007, is subject to confirmation by the shareholders at a Special
Meeting to be held in Montreal at the latest on November 30th, 2007. If
ratified by the shareholders, the Rights Plan will have an initial term of
8 years. More detailed information on the Rights Plan will be available in the
Information Circular that will be mailed to the shareholders in due course.
This press release was prepared by Jean-Marc Lulin, President of the
The TSX Venture has not reviewed and does not accept responsibility for
the adequacy or accuracy of this release.
For further information:
For further information: Jean-Marc Lulin, President and Chief Executive
Officer, (450) 646-3015, Fax: (450) 646-3045, email@example.com;