OTTAWA, July 23 /CNW Telbec/ - March Networks(R) Corporation (TSX: MN) ("March Networks" or the "Corporation") today announced that it has entered into a shareholder rights plan agreement (the "Rights Plan") to encourage the fair treatment of shareholders in any takeover offer for the Corporation. The Rights Plan is effective immediately and will provide the board of directors of March Networks and the shareholders more time to consider fully any unsolicited take-over bid for the Corporation. It will also allow more time for the board of directors to pursue other alternatives to maximize shareholder value, if appropriate. Shareholders will be asked to confirm the rights plan at the next annual and special meeting of the shareholders scheduled to be held on August 26, 2010.
One right has been issued with respect to each of the common shares of the Corporation (the "Shares") issued and outstanding as of July 23, 2010. These rights will become exercisable only when a person, including any party related to it, acquires or attempts to acquire 20 percent or more of the outstanding Shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the board of directors of March Networks. Should such an acquisition occur or be announced, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase Shares at a 50 percent discount to the market price at the time.
Under the Rights Plan, a Permitted Bid is a bid made to all holders of the Shares and which is open for acceptance for not less than 60 days. If at the end of 60 days at least 50 percent of the outstanding Shares, other than those owned by the offeror and certain related parties have been tendered, the offeror may take up and pay for the Shares but must extend the bid for a further 10 days to allow other shareholders to tender.
The rights plan has not been adopted in response to any specific proposal to acquire control of the Corporation, nor is the Corporation aware of any such intention. The rights plan has a term of nine years, and its adoption is conditional on regulatory approval and shareholder ratification at the next annual and special meeting of shareholders. The rights plan is also subject to reconfirmation by the shareholders of the Corporation every three years.
The rights plan is similar to other shareholder rights plans recently adopted by several other Canadian companies. A material change report and a complete copy of the rights plan are being filed on SEDAR.
About March Networks
March Networks(R) (TSX:MN) is a global provider of intelligent IP video solutions. For close to a decade, the company has helped some of the world's largest commercial and government organizations transition from traditional CCTV to networked video surveillance used for advanced security, loss prevention and risk mitigation. VideoSphere(R), the company's enterprise-class video management portfolio, includes open-platform VMS software complemented by high-definition IP cameras, encoders, video analytics and recording platforms, as well as outstanding professional and managed services. March Networks systems are delivered through an extensive distribution and partner network and currently support over one million channels of video in more than 50 countries. For more information, please visit www.marchnetworks.com.
March Networks cautions that forward-looking information in this release is based on certain assumptions and expectations made by March Networks that may prove to be inaccurate. Assumptions made include anticipated market trading prices, customer demand for March Networks products and services, March Networks' ability to maintain and enhance existing customer relationships, as well as March Networks' ability to bring to market products currently under development.
Furthermore, March Networks cautions that forward-looking statements in this release are based on current assumptions and expectations that are subject to risks and uncertainties. Actual results may differ due to factors such as market risks and trading prices, global economic and geopolitical factors, customer demand, customer relationships, new product development, new services offerings, product shipping schedules, product mix, competitive products and services, pricing pressure, and changes in March Networks' markets specifically. March Networks assumes no obligation to update or revise any forward-looking statements, except as required by law. Additional information identifying risks and uncertainties is contained in the March Networks' filings with the various provincial securities commissions which are available online at www.sedar.com.
*MARCH NETWORKS and the MARCH NETWORKS logo are registered trademarks of March Networks Corporation. All other trademarks are the property of their respective owners.
SOURCE March Networks Corporation
For further information: For further information: Simon Gwatkin, Investor Relations, March Networks, +1 613-591-8181 x5734, firstname.lastname@example.org