Village Farms Announces Adoption of Shareholder Rights Plan

TRADING SYMBOL: The Toronto Stock Exchange/OTCQX:
Village Farms International, Inc. – VFF/VFFIF

VANCOUVER, March 23, 2016 /CNW/ - Village Farms International, Inc. (the "Company") (TSX:VFF) (OTC: VFFIF) announced that its Board of Directors has approved the adoption of a Shareholder Rights Plan (the "Rights Plan"), effective March 23, 2016 (the "Effective Date").  The Rights Plan is subject to TSX acceptance. Although effective as of today, the Rights Plan is subject to ratification by the Company's shareholders at its upcoming 2016 AGM.

The primary objectives of the Rights Plan are to ensure that, in the context of a bid for control of the Company through the acquisition of shares of the Company, all shareholders have an equal opportunity to participate in the bid and are given adequate time to assess the bid. The Rights Plan is not intended to prevent take-over bids that treat shareholders fairly and offer fair value, and permits bids that meet certain requirements intended to protect the interests of shareholders. 

The Rights Plan was not adopted in response to any specific take-over bid for the Company that has been made or is contemplated. The Rights Plan is similar to other plans adopted by other Canadian public companies, with such amendments to take into consideration National Instrument 62-104 – Take-Over Bids and Issuer Bids, which is expected to come into force in May of 2016.

Under the terms of the Rights Plan, one right (a "Right") will be issued by the Company in respect of each outstanding share. The Rights issued under the Rights Plan become exercisable only if a person acquires 20% or more of the shares of the Company without complying with the "permitted bid" provisions of the Rights Plan or without the approval of the Company's Board of Directors. In this event, holders of Rights (other than the offeror, its affiliates, associates and joint actors) can purchase shares of the Company at a substantial discount to the prevailing market price at the time that the Rights become exercisable. In addition, the Rights Plan includes a customary "Grandfathered Person" exemption for any shareholder who holds 20% or more of the shares of the Company, as at the date of the Rights Plan.

"Permitted bids" under the Rights Plan must be made to all holders of the Company's shares and must be open for acceptance for a minimum of 105 days (which period may be reduced in certain circumstances). If at the end of 105 days at least 50% of the outstanding shares (other than those owned by the offeror, its affiliates, associates and joint actors) have been tendered and not withdrawn, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.

The description of the Rights Plan in this news release is qualified in its entirety by the full text of the Rights Plan, a copy of which is available under the Company's profile on SEDAR at www.sedar.com. 

About Village Farms

Village Farms is one of the largest producers, marketers and distributors of premium-quality, greenhouse-grown tomatoes, bell peppers and cucumbers in North America.  This premium product as well as premium product produced under exclusive arrangements with other greenhouse producers is grown in sophisticated, highly efficient and intensive agricultural greenhouse facilities located in British Columbia and Texas.  Product is marketed and distributed under the Village Farms^® brand primarily to retail grocers and dedicated fresh food distributors throughout the United States and Canada.  Since its inception, Village Farms has been guided by sustainable growing methods and producing vegetables 365 days a year from its facilities that are healthier for people and the planet.  Village Farms is Good for the Earth^®.

Forward Looking Statements

This press release contains certain "forward looking statements". These statements relate to future events or future performance and reflect the Company's expectations regarding its growth, results of operations, performance, business prospects, opportunities, industry performance and trends and capital availability. These forward looking statements reflect the Company's current internal projections, expectations or beliefs and are based on information currently available to the Company. In some cases, forward looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict" , "potential", "continue" or the negative of these terms or other comparable terminology. A number of factors could cause actual events or results to differ materially from the results discussed in the forward looking statements. In evaluating these statements, you should specifically consider various factors, including, but not limited to, such risks and uncertainties as availability of resource, competitive pressures and changes in market activity, risks associated with U.S. and Canadian sales and foreign exchange, regulatory requirements and all of the other "Risk Factors" set out in the Company's current annual information form and management's discussion and analysis for the year ended December 31, 2015, which is available electronically at www.sedar.com.  Actual results may differ materially from any forward looking statement.  Although the Company believes that the forward looking statements contained in this press release are based upon reasonable assumptions, you cannot be assured that actual results will be consistent with these forward looking statements. These forward looking statements are made as of the date of this press release, and other than as specifically required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.

SOURCE Village Farms International, Inc.

For further information: Stephen C. Ruffini, Executive Vice President and Chief Financial Officer, Village Farms International, Inc., [phone] ext 340.