TORONTO, Dec. 23 /CNW/ - Redknee (TSX:RKN), a leading provider of business-critical software and services for communications service providers, including end-to-end converged billing, real-time charging, rating and personalization, today announced that it has adopted a Shareholder Rights Plan (the "Plan") designed to allow the Company and its shareholders sufficient time to properly assess any unsolicited take-over bid. The Plan gives Redknee's Board of Directors time to consider possible alternative courses of action to allow its shareholders to receive full value and equal treatment for their shares in the event of an unsolicited take-over bid. The terms of the Plan are consistent with many plans adopted by other Canadian companies, as well as with the guidelines for such plans established by certain shareholder rights groups. The Plan has not been adopted in response to any pending or threatened take-over bid or offer for the common shares of the Company.
The Plan has received conditional approval from the Toronto Stock Exchange and will come into effect at the close of business today. The Plan will be presented for approval by shareholders at Redknee's annual shareholder meeting to be held on March 10, 2010. If the Plan is approved by shareholders, it will have an initial term of three years.
To implement the Plan, the Board of Directors has authorized the issuance of one right (a "Right") for each outstanding common share of the Company to holders of record at 4 p.m. (EST) today and for any future issuance of common shares. Initially, each Right will be attached to the corresponding Redknee common share and be represented by the certificate representing such share or the corresponding entry in the shareholder's register.
Upon the occurrence of certain triggering events, including the acquisition by a person or group of persons of 20% or more of the Company's outstanding common shares in a transaction that is not a "Permitted Bid" under the Plan, the Rights will separate from the common shares and will entitle holders (other than the acquiring person or group of persons) to acquire common shares of the Company at a substantial discount to the prevailing market price at the time.
The Rights will not be triggered by purchases of common shares made pursuant to a "Permitted Bid" under the Plan, being, among other things, a bid made to all of the Company's shareholders on identical terms and which remains open for acceptance for not less than 60 days. Under the Permitted Bid mechanism, Redknee shareholders will have more time to consider the bid and any other options that may be available before deciding whether or not to tender their common shares. The Company's Board of Directors will also have time to consider and pursue alternatives and make recommendations in the best interests of shareholders.
A copy of the Plan will be available on the Company's website at www.redknee.com and at www.sedar.com.
Certain statements in this document may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements use such words as "may", "will", "expect", "continue", "believe", "plan", "intend", "would", "could", "should", "anticipate" and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this document. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the "Risk Factors" section of the Company's the most recently filed AIF which is available on SEDAR at www.sedar.com and on the Company's web-site at www.redknee.com.
Although the forward-looking statements contained in this document are based upon what we believe are reasonable assumptions, we cannot assure investors that our actual results will be consistent with these forward-looking statements. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances, except as required by securities law.
Redknee is a leading global provider of innovative communication software products, solutions and services. Redknee's award-winning solutions enable operators to monetize the value of each subscriber transaction while personalizing the subscriber experience to meet mainstream, niche and individual market segment requirements. Redknee's revenue generating solutions provide advanced converged billing, rating, charging and policy for voice, messaging and new generation data services to over 70 network operators in over 50 countries. References to Redknee refer to the combined operations of the parent Redknee Solutions Inc, and all wholly owned subsidiaries.
Redknee(R), Redknee Solutions, and the Redknee logo are trademarks or registered trademarks of Redknee Solutions Inc. All other company, product names and any registered and unregistered trademarks mentioned (if any) are used for identification purposes only and remain the exclusive property of their respective owners.
For more information, visit www.redknee.com.
SOURCE Redknee Solutions Inc.
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