WATERLOO, ON, Dec. 20, 2013 /CNW/ - RDM Corporation (TSX:RC), a leader
in remote deposit capture (RDC) solutions , today reported that its
Board of Directors has approved: (i) the adoption of a Shareholder
Rights Plan (the "Rights Plan"); (ii) by-law amendments providing for advance notice of director
nominees and (iii) the implementation of a Normal Course Issuer Bid.
Shareholder Rights Plan
On December 19, 2013, the Board of Directors of RDM authorized, subject
to final regulatory and shareholder approval, adoption of the Rights
Plan pursuant to a Shareholder Rights Plan Agreement dated December 19,
2013 between RDM and CST Trust Company (the "Rights Agent"). A copy of the Rights Plan has been filed on SEDAR at www.sedar.com.
RDM will be seeking shareholder ratification of the Rights Plan at its
next annual and special meeting (the "Meeting"). The Rights Plan must be approved by a majority of the "Independent Shareholders" of RDM. An "Independent Shareholder" is generally any shareholder other than an "Acquiring Person" (as defined in the Rights Plan) and its associates and affiliates. As
of the date of the Rights Plan, RDM is not aware of any shareholder
that would not be considered an Independent Shareholder.
If the Rights Plan is ratified, shareholders of record will be granted
one right for each common share (a "Common Share") held as of date of adoption of the Rights Plan. In addition, all
Common Shares issued subsequent to such date but prior to the "Separation Time" (as defined in the Rights Plan) will also have one right attached to
them. In the event that a take-over bid is made that does not come
within the definition of a "Permitted Bid" (as defined in the Rights Plan), the rights will entitle their
holders, other than rights held by persons making the bid, to acquire
Common Shares at a substantial discount to market prices at the time
the bid is made.
Shareholder approval of the Rights Plan is not required by law but is
required by applicable stock exchange rules. The Rights Plan has been
conditionally accepted by the Toronto Stock Exchange subject to the
approval of the shareholders of RDM at the Meeting. If ratified, the
Rights Plan will have an initial term which expires at the annual
meeting of shareholders of RDM to be held in 2017, and the Rights Plan
may be extended for a second term lasting until the annual meeting of
shareholders to be held in 2020.
RDM's Board of Directors has also approved an amendment to its by-laws
to include advance notice provisions, the purpose of which is to
require that advance notice be provided to the Company in circumstances
in which nominations of persons for election to the board of directors
of the Company are made by shareholders other than pursuant to the
requisition of a meeting or a shareholder proposal in accordance with
the Canada Business Corporation Act ("CBCA").
The by-law amendment fixes a deadline by which shareholders must provide
notice to the Company of nominations for election to the board, and
sets out the information that a shareholder must include in the notice
for it to be valid.
In the case of an annual meeting of shareholders, the notice must be
delivered to the Company no fewer than 30 days and no more than 65 days
prior to the date of the meeting (except that, if the meeting is called
for a date that is fewer than 50 days after the first public filing or
announcement of the date of the meeting, the notice must be delivered
no more than 10 days after the date of that public filing or
In the case of a special meeting of shareholders (which is not also an
annual meeting), the notice must be delivered to the Company no more
than 15 days after the date of the first public filing or announcement
of the date of the meeting.
In addition to the advance notice provisions, the by-laws have been
amended to reflect changes in the CBCA and to increase the quorum for a
meeting of shareholders from ten per cent to twenty per cent and to
decrease the number of shareholders required to be in attendance from
five to three.
The by-law amendment is effective immediately. In accordance with the
CBCA, the amendment will be submitted to the shareholders for
confirmation at the Company's next shareholders meeting.
The amendment, containing the full details of the advance notice
provisions, is being filed under the Company's profile on SEDAR at www.sedar.com and will be available upon request by contacting Rui Malhinha/Dora Menjhart at email: email@example.com; telephone: (519) 746-8483 ext. 284 or email: firstname.lastname@example.org; telephone: (519) 746-8483 ext. 221.
Normal Course Issuer Bid
RDM announced today that its Board of Directors has approved a Normal
Course Issuer bid for the purchase of up to 1,072,611 common shares,
representing approximately 5 per cent of the issued and outstanding
common shares as of December 20, 2013. Subject to regulatory approval,
the Company may purchase the shares during the 12-month period
commencing two trading days following the date of acceptance by the TSX
of the Company's notice of intention to make a normal course issuer
bid. Any purchases will be made through the facilities of the TSX at
prevailing market prices in accordance with regulatory requirements.
RDM will cancel any common shares purchased pursuant to the normal
course issuer bid.
RDM's Board of Directors believes the Company's common shares are
currently an attractive investment and that normal course purchases at
recent market prices may represent an attractive investment and a
desirable use of its available funds. As at December 20, 2013, the
Company had 21,452,226 issued and outstanding common shares.
Randy Fowlie, CEO of the Company said, "With our upcoming annual and
special meeting, we are taking this opportunity to update and modify
our corporate by-laws to bring them more in line with current public
company practices and legislation. In addition, we are re-instating a
Rights Plan and Normal Course Issuer Bid".
About RDM Corporation
RDM Corporation (www.rdmcorp.com), is a leading provider of remote deposit capture (RDC) and complex
desktop remittance processing solutions designed to help clients
simplify the way they do business. Four of the top ten financial
institutions in the United States use RDM's payment processing
solutions. RDM processes over $600 billion in payments annually and
helps corporations and financial institutions increase revenue, expand
market share and improve customer service for over 30,000 end-users.
RDM serves 32 percent of the top 100 Fortune 500 companies including
brokerage firms, big box retailers, healthcare and insurance providers,
and government entities.
For over 25 years, RDM has worked with clients to provide both software
and hardware solutions including web-based and mobile RDC for large
corporate clients and small businesses, transactional data management,
and manufactures a wide range of digital imaging scanners. RDM was
recently named to the Branham300 list, which highlights the top
Canadian and multinational companies servicing the Information and
Communication Technology (ICT) marketplace.
This news release contains forward-looking statements. Forward-looking
statements are based on estimates and assumptions made by RDM in light
of its experience and its perception of historical trends, current
conditions and expected future developments, as well as other factors
that RDM believes are appropriate in the circumstances. Many factors
could cause RDM's actual results, performance or achievements to differ
materially from those expressed or implied by forward-looking
statements. Risk factors relating to RDM are discussed in the Risks and
Uncertainties section of RDM's Annual Information Form and year-end
Management's Discussion and Analysis. These factors should be
considered carefully, and readers should not place undue reliance on
RDM's forward-looking statements. RDM has no intention and undertakes
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
SOURCE: RDM Corporation
For further information:
President & CEO
(519) 746-8483 x340
Chief Financial Officer
(519) 746-8483 x284