COEUR D'ALENE, ID, Oct. 15 /CNW/ - WGI Heavy Minerals, Incorporated ("WGI") (TSX: WG) announced today its Board of Directors has adopted a Shareholder Rights Plan (the "Rights Plan") designed to encourage the fair treatment of shareholders in connection with any transaction involving a change of control of WGI. The Rights Plan addresses WGI's concerns that existing Canadian legislation does not allow sufficient time, if a take-over bid is made, for either the board of directors or the shareholders to properly consider a take-over bid, or for the board of directors to seek alternatives to such a bid. The Rights Plan has not been instituted in response to any specific proposal to acquire control of WGI and WGI is not aware of any such proposal.
The Rights Plan will provide the Board of Directors of WGI and the shareholders more time to fully consider any unsolicited take-over bid for WGI. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. The Rights Plan is effective immediately and will continue in effect until the next annual meeting of shareholders, expected to be held in the spring of 2010. It is WGI's intention to seek shareholder approval at the meeting to extend the Rights Plan for a three year period thereafter.
The rights issued under the Rights Plan become exercisable when a person, together with any party related to it, acquires or announces its intention to acquire 20% or more of WGI's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board of Directors of WGI. Should such an acquisition occur, rights holders, other than the acquiring person and related persons, can purchase common shares of the Company at half the prevailing market price at the time the rights become exercisable.
Under the Rights Plan, a Permitted Bid is a bid made to all holders of WGI common shares that is open for acceptance for not less than 60 days. If at the end of 60 days at least 50% 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.
WGI Heavy Minerals, Incorporated is a marketer of industrial grade minerals sourced primarily out of India, producer of industrial-grade garnet out of Idaho and Germany and manufacturer of replacement parts for ultra-high waterjet cutting systems in the U.S. The Company's shares are listed on the Toronto Stock Exchange under the symbol WG.
This press release contains forward-looking statements concerning the business, operations, and financial performance and condition of WGI Heavy Minerals, Incorporated. A number of the matters discussed and statements made in the press release contain forward-looking statements reflecting current expectations regarding future assets. When used in this press release, the words "believe", "anticipate", "intend", "estimate", "expect", "project", and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations and are naturally subject to risks, uncertainties, and changes in circumstances beyond management's control that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause such differences include but are not limited to: exploration and development risks; risks related to permits and title to property; risks related to foreign countries and regulatory requirements; operating hazards; foreign currency fluctuations; competition; fluctuations in the market price of mineral commodities and transportation costs; uncertainty as to calculations of mineral deposit estimates; uninsured risks; and dependence upon key management personnel and executives. Actual results may differ materially from those expressed here. You should not place undue reliance on such forward-looking statements. The Company is under no obligation to update or alter such forward-looking statements, whether as a result of new information, future events, or otherwise.
SOURCE WGI Heavy Minerals, Incorporated
For further information: For further information: Greg Emerson, Ed Kok, 810 Sherman Ave., Coeur d'Alene, ID, 83814, U.S.A., (208) 666-6000, Fax (208) 666-4000, www.wgiheavyminerals.com; Greg Emerson, President & CEO, (208) 770-2202, E-mail firstname.lastname@example.org; Ed Kok, General Counsel, Investor Relations, (208) 770-2208, E-Mail email@example.com