TSX Symbol: HNL
CALGARY, March 23, 2015 /CNW/ - Horizon North Logistics Inc. ("Horizon North" or "the Corporation") today announced that its board of Directors (the "Board") has adopted a shareholder rights plan (the "Rights Plan") pursuant to a shareholder rights plan agreement between the Corporation and CST Trust Company, effective immediately. The terms of the Rights Plan are similar to those in rights plans recently approved by shareholders of other Canadian corporations. Horizon North is not aware of any specific take-over bid for the Corporation in process or currently being contemplated.
The Rights Plan is designed both to encourage the fair and equal treatment of Horizon North's shareholders in connection with any potential take-over bid and to ensure that Horizon North's shareholders and the Board, in compliance with corporate and securities laws, have sufficient time to consider whether there are other options that would more effectively maximize shareholder value. The Rights Plan is not intended to deter take-over proposals.
The rights issued under the Rights Plan become exercisable when a person, together with any parties related to it, acquires or announces its intention to acquire, 20% or more of the Corporation's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board. Should such an acquisition occur each right would entitle a holder, other than the acquiring person or persons related to it, to purchase common shares of Horizon North at a significant discount to the then current market price. A "Permitted Bid" is a bid made to all Horizon North shareholders that is open for at least 60 days. If at the end of the 60 day period more than 50% of Horizon North's then outstanding common shares, other than those common shares owned by the party making the bid and certain related persons, have been tendered to the bid, such party may take up and pay for the common shares but must extend the bid for a further 10 business days to allow other shareholders to tender.
The Rights Plan must be ratified by shareholders at Horizon North's next annual meeting, which is currently scheduled for April 30, 2015, failing which it will cease to have effect. Upon ratification by Horizon North shareholders, the Rights Plan will continue in effect for an initial term of three years and is subject to reconfirmation by shareholders at the third annual meeting held after each confirmation.
At any time prior to the rights becoming exercisable, the Board may waive the operation of the Rights Plan with respect to certain events before they occur.
The rights issued under the Rights Plan will initially attach to and trade with Horizon North's common shares and no separate certificates will be issued unless an event triggering these rights occurs.
A copy of the Rights Plan will be available under the Corporation's profile on SEDAR at www.sedar.com.
About Horizon North
Horizon North is a remote resource development service company that provides workforce accommodation solutions, camp management and catering services, and road and access matting solutions. Horizon North provides these services in support of oil sands development, oil and gas exploration, mining and infrastructure projects throughout Canada's western provinces and northern territories where local infrastructure does not meet project requirements.
Additional information related to the Corporation, including the Corporation's annual information form, press releases, financial statements and MD&A are available on SEDAR at www.sedar.com
This press release contains certain statements or disclosures relating to Horizon North that are based on the expectations of its management as well as assumptions made by and information currently available to Horizon North which may constitute forward-looking statements or information ("forward-looking statements") under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Horizon North anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "pro-forma", or other comparable terminology.
In particular, forward-looking statements in this press release include, but are not limited to, statements concerning Horizon North's upcoming annual meeting of shareholders to approve the Rights Plan.
Although Horizon North believes that the expectations and assumptions, including expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Horizon North cannot give any assurance that that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Many factors could cause the performance or achievements of Horizon North to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These include, but are not limited to general economic, market and business conditions. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information regarding some of these risks, expectations or assumptions and other factors that could affect Horizon North's operations and financial results may be found in Horizon North's Annual Information Form for the year ended December 31, 2014 and Horizon North's Management's Discussion and Analysis prepared for the year ended December 31, 2014 and other documents which may be accessed through the SEDAR website and found on the Corporation's profile at www.sedar.com. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Corporation undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE Horizon North Logistics Inc.
For further information: please contact Rod Graham, President and Chief Executive Officer or Scott Matson, Vice President Finance and Chief Financial Officer, 1600, 505 - 3rd Street S.W., Calgary, Alberta T2P 3E6; Telephone (403) 517 - 4654, Fax: (403) 517 - 4678; website: www.horizonnorth.ca