OAKVILLE, ON, Nov. 19, 2014 /CNW/ - Vicwest Inc. (the "Company" or "Vicwest") (TSX: VIC, VIC.DB and VIC.DB.A) announced today that its board of directors (the "Board") has adopted a new shareholder rights plan (the "New Rights Plan").
Vicwest agreed to implement the New Rights Plan as part of the previously announced arrangement agreement entered into between, among others, the Company, Ag Growth International Inc. and Kingspan Group plc on November 10, 2014. The New Rights Plan has been adopted to support the tax planning associated with the transactions contemplated by that arrangement agreement.
Under the New Rights Plan one right (a "Right") is issuable in respect of each common share outstanding at the close of business on November 19, 2014 (the "Record Time") and in respect of each common share issued after the Record Time. The Rights trade with, and are represented by, the common shares. Until such time as the Rights separate (i.e. when they become exercisable), Rights certificates will not be distributed and no further action is required by shareholders.
If a person together with its affiliates (as defined in the New Rights Plan), or a group acting jointly or in concert (each, an "Offeror"), acquires beneficial ownership of 10% or more of the then outstanding voting shares (other than pursuant to an exemption available under the Rights Plan), Rights (other than those held by such Offeror, which will become void) will separate and permit the holders thereof to purchase additional shares at a substantial discount to the market price of the common shares at that time. The New Rights Plan includes customary provisions for rights plans, including "permitted bid" provisions.
The New Rights Plan is effective immediately and does not replace or amend the existing shareholder rights plan dated as of June 3, 2014, which remains in effect. If the New Rights Plan is not ratified by shareholders within six months, it and any rights issued thereunder will terminate. If the Rights Plan is ratified, it will continue in effect until the third annual meeting of shareholders thereafter. The Toronto Stock Exchange has deferred its approval of the New Rights Plan, subject to, among other things, the ratification of the New Rights Plan by Vicwest shareholders. The New Rights Plan has not been adopted in response to, or in anticipation of, any known or anticipated take-over bid or proposal to acquire control of the Company. A copy of the New Rights Plan will be available under the Company's profile on SEDAR at www.sedar.com.
ABOUT VICWEST INC.
Vicwest Inc. is a leading manufacturer and distributor of engineered storage and handling systems for grain, fertilizer and liquid storage as well as building construction products for agriculture, commercial, industrial and residential markets. The Company operates through two strategically aligned divisions: Vicwest Building Products and Westeel. With approximately 7,000 customers, 1,200 dedicated employees and 34 business partners, it is positioned for growth in domestic and international markets. Vicwest Inc. is a member of the S&P/TSX SmallCap Index. For more information, visit www.vicwestinc.com.
This press release contains forward-looking statements relating to the Company and the Rights Plan. These statements are based on the Company's expectations, estimates, forecasts and projections. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. These risks and uncertainties are discussed in the Company's regulatory filings available on the Company's website at www.vicwestinc.com or at www.sedar.com. Actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances, except as required by applicable law.
SOURCE: Vicwest Inc.
For further information: Colin Osborne, President & Chief Executive Officer, Vicwest Inc., Tel: (905) 469-5700, [email protected]; Fraser Berrill, Chairman, Vicwest Inc., Tel: (416) 948-3783, [email protected]