CALGARY, March 19 /CNW/ - (TSX:HEM) Hemisphere GPS Inc. ("the Corporation") announced today that its Board of Directors (the "Board") has adopted a Shareholder Rights Plan (the "Rights Plan") for which shareholder approval will be sought at the Corporation's annual and special meeting of shareholders to be held on May 18, 2010.
The Rights Plan is designed to provide shareholders and the Board with adequate time to consider and evaluate any unsolicited bid made for the Corporation, to provide the Board with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Corporation and to ensure that any proposed transaction is in the best interests of the shareholders of the Corporation.
The Rights Plan was not proposed in response to, or in anticipation of, any pending, threatened or proposed acquisition or take-over bid. The Board did not adopt the Rights Plan to prevent a take-over of the Corporation, to secure the continuance of management, the directors of the Board in their respective offices or to defer offers for the shares of the Corporation. The issuance of the rights will not change the manner in which shareholders trade their shares.
The Rights Plan is similar to other rights plans adopted by many Canadian corporations. The Rights Plan is not triggered if an offer to acquire Corporation shares is made as a "permitted bid" and thereby allows sufficient time for the Board and shareholders to consider and react to the offer. The plan will be available for viewing at www.SEDAR.com.
The Rights Plan has been conditionally accepted by the Toronto Stock Exchange and is effective immediately. The Rights Plan must be confirmed by Shareholders at a meeting to be held within six months.
About Hemisphere GPS
Hemisphere GPS designs and manufactures innovative, cost-effective GPS products for positioning, guidance, and machine control applications in agriculture, marine and other markets. The Company holds numerous patents and other intellectual property and owns leading brand names including Outback Guidance(R) in precision agriculture. The Company is headquartered in Calgary, Alberta, with major product development, sales and marketing facilities in Arizona, Kansas, and Australia. Hemisphere GPS is listed on the Toronto Stock Exchange (TSX) trading under the symbol "HEM" and is one of the TSX Cleantech designated companies. This year marks the Company's 20th anniversary of providing innovative GPS technology and product solutions to customers worldwide. For more information about Hemisphere GPS, please go to www.hemispheregps.com
The information in this press release contains certain forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. These statements involve substantial known and unknown risks and uncertainties, certain of which are beyond Hemisphere's control, including: the impact of general economic conditions; industry conditions; changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; fluctuations in commodity prices and foreign exchange and interest rates; stock market volatility and market valuations; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; uncertainties associated with estimating oil and natural gas reserves; competition for, among other things, capital, acquisitions, of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry, geological, technical, drilling and processing problems and other difficulties in producing petroleum reserves; and obtaining required approvals of regulatory authorities. Hemisphere's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits that Hemisphere will derive from them. Except as required by law, Hemisphere undertakes no obligation to publicly update or revise any forward-looking statements.
SOURCE AgJunction Inc.
For further information: For further information: Cameron Olson, Senior Vice President and Chief Financial Officer, Hemisphere GPS Inc., Phone: (403) 259-3311, E-mail: firstname.lastname@example.org; Cory Pala, Investor Relations, E.vestor Communications Inc., Phone: (416) 657-2400, Email: InvestorRelations@hemispheregps.com