OAKVILLE, ON, June 4, 2014 /CNW/ - Vicwest Inc. (the "Company") (TSX: VIC, VIC.DB and VIC.DB.A) announced today that its board of directors (the "Board") has adopted a shareholder rights plan (the "Rights Plan").
The purpose of the Rights Plan is to provide the Board with additional time, in the event of an unsolicited takeover bid, to develop and propose alternatives to the bid and negotiate with the bidder, as well as to ensure equal treatment of shareholders in the context of an acquisition of control, and lessen the pressure on shareholders to tender to a bid. The 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.
The Board has implemented the Rights Plan by authorizing the issuance of one right (a "Right") in respect of each common share outstanding at the close of business on June 3, 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, or a group acting jointly or in concert (each, an "Offeror"), acquires beneficial ownership of 20% 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. Pursuant to the Rights Plan, any bid that meets certain criteria intended to protect the interests of all shareholders will be deemed to be a "permitted bid" and will not trigger a separation under the Rights Plan. The criteria include, among other things, that the bid be made by way of a take-over bid circular to all holders of common shares other than the Offeror, that all shareholders be treated equally, that the bid remain open for acceptance by shareholders for at least 60 days and that the bid is subject to an irrevocable minimum tender condition equal to at least 50% of the common shares held by independent shareholders.
The Rights Plan is effective immediately; however, if the 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 Rights Plan remains subject to acceptance by the Toronto Stock Exchange. A copy of the 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. We operate through two strategically aligned divisions: Vicwest Building Products and Westeel. With approximately 7,000 customers, 1,200 dedicated employees and 34 business partners, we are 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]; Rod Crawford, Chief Financial Officer, Vicwest Inc., Tel: (905) 469-5706, [email protected]