CALGARY, Aug. 13 /CNW/ - Pulse Data Inc. (the "Corporation") announced
today that its Board of Directors has adopted a Shareholder Rights Plan (the
"Plan"), similar to existing shareholder rights plans adopted by other
Canadian public companies.
The Plan was under consideration by the Board of Directors prior to the
announcement of the unsolicited take-over bid by Seitel, Inc. on August 10,
2007 (the "Seitel Offer"). The Board of Directors did not adopt the Plan to
prevent a takeover of the Corporation, to secure the continuance of management
or the directors in their respective offices, or to deter fair offers for the
Common Shares of the Corporation.
The objectives of the Plan are, to the extent possible, to prevent a
creeping takeover of the Corporation by requiring that any offer to acquire
shares of the Corporation is made to all shareholders for all of their shares
and cannot be completed unless shareholders holding at least 50% of the
outstanding shares (other than the offeror and related parties) are tendered
in favour of the offer and to ensure that all shareholders of the Corporation
are treated equally and fairly in connection with any takeover bid for the
Corporation. The Plan discourages discriminatory, coercive or unfair takeovers
of the Corporation and gives the Board of Directors time if, in the
circumstances, the Board of Directors determines it is appropriate to take
such time, to pursue alternatives to maximize shareholder value in the event
an unsolicited takeover bid (such as the Seitel Offer) is made for all or a
portion of the outstanding shares of the Corporation.
In order to implement the adoption of the Plan, the Board of Directors of
the Corporation authorized the issuance of one right in respect of each Common
Share of the Corporation outstanding at the close of business on August 13,
2007 (the "Record Time"). In addition, the Board authorized the issuance of
one Right in respect of each additional Common Share issued after the Record
Time. The rights initially trade with and are represented by the Corporation's
common share certificates, including certificates issued prior to the Record
Time. Accordingly, until such time as the rights separate from the Common
Shares and become exercisable, rights certificates will not be distributed to
shareholders. With respect to the Seitel Offer, the Board of Directors has
deferred the separation time of the Rights until August 28, 2007.
If a person, or a group acting in concert, acquires (other than pursuant
to an exemption available under the Plan) beneficial ownership of 20% or more
of the outstanding shares of the Corporation, the rights (other than those
held by such acquiring person which will become void) will permit the holder
thereof to purchase Common Shares at a substantial discount to their then
prevailing market price. At any time prior to the rights becoming exercisable,
the Board of Directors may waive the operation of the Plan with respect to
certain events before they occur.
The issuance of the rights is not dilutive and will not affect reported
earnings or funds from operations per share until the rights separate from the
underlying Common Shares and become exercisable or until the exercise of the
rights. The issuance of the rights will not change the manner in which
shareholders currently trade their Common Shares.
The Plan is subject to approval of the Toronto Stock Exchange, and
requires confirmation by the Corporation's shareholders at a special meeting
of shareholders to be held before the end of 2007. If the Plan is not
confirmed by shareholders by that time, the Plan and all outstanding rights
will terminate and be void and of no further force and effect.
Pulse is a Calgary-based company specializing in seismic data
acquisition, licensing and marketing. Pulse's seismic library consists of
approximately 11,400 net square kilometres of 3D seismic data and 257,300 net
kilometres of 2D seismic data.
Pulse trades on the Toronto Stock Exchange under the symbol PSD.
Certain information contained herein may constitute forward-looking
statements under applicable securities laws. Such statements are subject to
known or unknown risks and uncertainties that may cause actual results to
differ materially from those anticipated or implied in the forward-looking
statements. Investors are encouraged to review the "Risk Factors" section of
the Management's Discussion and Analysis in the Company's most recent Annual
Report and interim reports for a discussion of risks that could affect the
Company's operations and financial results. Forward-looking statements are
based upon management's assumptions, expectations and estimates at the time
that such statements are made. Pulse does not update forward-looking
statements should circumstances change or management's assumptions,
expectations or estimates change, except as required by law.
For further information:
For further information: Douglas Cutts, President and C.E.O, Tel: (403)
237-5559, Toll-free: 1-877-460-5559, E-mail: email@example.com; Please
visit our website at www.pulsedatainc.com