WINNIPEG, March 17 /CNW/ - Donald Benson, Chairman and Chief Executive
Officer of Nordic Oil and Gas Ltd. ("Nordic" or "the Corporation"), today
announced that the Corporation has adopted a Shareholder Rights Plan (the
"Rights Plan"), effective today. The Rights Plan is designed to ensure the
fair treatment of shareholders in any transaction involving a change of
control of Nordic and will provide the board of directors and shareholders
with more time to evaluate any unsolicited take-over bid and, if appropriate,
to seek out other alternatives to maximize shareholder value.
The Rights Plan was not adopted by Nordic in response to any specific
proposal to acquire control of Nordic and the board of directors is not aware
of any such proposal. Although the Rights Plan takes effect immediately,
shareholders will be asked to confirm the Rights Plan at the upcoming annual
and special meeting of shareholders. The Rights Plan would then be in effect
for a three-year period from the date of shareholder confirmation.
The Rights Plan was prepared with a view to conform with the current
practices of Canadian companies with respect to shareholder rights plan design
and recommendations for shareholder rights plans under the proxy voting
guidelines of institutional investors. Until the occurrence of certain
specified events, the rights will trade with the common Shares ("Shares") of
Nordic and will be represented by the certificates for Shares. The rights
become exercisable only when a person (including a related party and joint
actor of such person) acquires or announces its intention to acquire twenty
(20%) or more of the outstanding Shares without complying with the "permitted
bid" provisions of the Rights Plan. Should a non-permitted acquisition occur,
each right would entitle shareholders (other than the acquiring person and
related persons and joint actors of such acquiring person) to purchase
additional Shares at a fifty (50%) percent discount to the market price at the
The Rights Plan permits a "permitted bid", which is a take-over bid made
to all shareholders on identical terms and conditions that is open for
acceptance for a period of at least 60 days. If at the end of the 60 day
period at least 50% of the outstanding Shares (other than those owned by the
offeror and related parties and joint actors of the offeror) have been
tendered under the bid, the offeror may take up and pay for the tendered
Shares but must extend the bid for a further 10 days to allow all shareholders
to tender to the bid.
The TSX Venture Exchange has approved the adoption of the Rights Plan. A
copy of the Rights Plan is available at www.sedar.com.
About Nordic Oil and Gas Ltd.
Nordic Oil and Gas Ltd. is a junior oil and gas company engaged in the
exploration and development of oil, natural gas and Coal Bed Methane in
Alberta and Saskatchewan. The Corporation is listed on the TSX Venture
Exchange and trades under the symbol NOG.
The TSX Venture Exchange has not reviewed nor accepts responsibility for
the adequacy or accuracy of the contents of this News Release.
For further information:
For further information: Donald Benson, Chairman & CEO, Nordic Oil & Gas
Ltd., Tel: (204) 956-5042, Fax: (204) 897-7154, e-mail:email@example.com,