EDMONTON, April 2, 2015 /CNW/ - McCoy Global Inc. ("McCoy" or "the Company") (TSX:MCB; OTCQB:MCCRF) today announced that its Board of Directors (the "Board") has adopted a shareholder rights plan (the "Rights Plan") effective April 2, 2015. The Rights Plan was adopted in an effort to ensure the fair treatment of all McCoy shareholders in connection with any take-over bid for the outstanding common shares of McCoy. The Rights Plan will provide the Board with adequate time to properly evaluate and assess a take-over bid or corporate transaction if, as and when such circumstances arise, without facing under pressure or coercion. The Rights Plan also provides the Board with sufficient time to, if appropriate, explore and develop alternatives to maximize shareholder value if a take-over bid is made for the Company.
The Rights Plan is similar to the type of rights plans adopted by other Canadian corporations and McCoy believes it is consistent with certain published institutional investor guidelines. The Rights Plan is not being adopted in anticipation of or in response to any known take-over bid or similar transaction, nor is the Board aware of any pending or threatened take-over bid for the Company that would trigger the provisions of the Rights Plan at this time. The Rights Plan is not intended to prevent take-over bids. Under the Rights Plan, a bid that, among other things, is made to all shareholders on identical terms and conditions and that is open for not less than sixty (60) days following the date of the take-over bid may constitute a "Permitted Bid".
Under the Rights Plan, the Company has issued one right (a "Right") for no consideration in respect of each outstanding common share of the Corporation to all holders of record at the close of business on April 2, 2015 (the "Effective Date") and will issue one Right (which will be represented by the common share certificates until the rights become exercisable) in respect of each additional common share issued after the Effective Date during the term of the Rights Plan. Subject to the terms of the Rights Plan and to certain exceptions provided therein, the Rights will become exercisable (other than by any acquiring person and its joint actors) to acquire common shares at a substantial discount to market value in the event any person, together with joint actors, acquires or announces its intention to acquire 20% or more of McCoy's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without the Rights Plan being waived in accordance with its terms.
The Rights Plan has been accepted for filing by the Toronto Stock Exchange, subject to shareholder ratification. McCoy expects to seek shareholder approval and ratification of the Rights Plan at its upcoming annual and special meeting of the shareholders to be held on May 14, 2015. A complete copy of the Rights Plan is available on SEDAR at www.sedar.com.
McCoy provides innovative products and services to the global energy industry. The Company operates internationally through direct sales and distributors with operations in Canada, the United States of America, the United Kingdom, Singapore and the United Arab Emirates. McCoy's corporate headquarters are located in Edmonton, Alberta, Canada.
This News Release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by McCoy. Although McCoy believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because McCoy can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause McCoy's actual results and experience to differ materially from the anticipated results or expectations expressed. Additional information on these and other factors is available in continuous disclosure materials filed by McCoy with Canadian securities regulators. McCoy undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE McCoy Global
For further information:
Mr. Peter Watson
McCoy Global Inc.
General Counsel and Corporate Secretary