Canada Carbon Adopts Shareholder Rights Plan
03 Mars 2014 - 2:00PM
Marketwired
Canada Carbon Adopts Shareholder Rights Plan
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 3, 2014) -
Canada Carbon Inc. (the "Company" or "Canada Carbon")
(TSX-VENTURE:CCB) announces that its Board of Directors (the
"Board") has approved the adoption of a shareholder rights plan
(the "Plan") effective immediately. The Plan will be submitted to
shareholders of the Company ("Shareholders") at the next annual and
special meeting of shareholders which is expected to take place in
June of 2014 (the "Meeting").
The Plan encourages fair treatment of Shareholders should an
unsolicited take-over bid be made for the common shares of Canada
Carbon ("Common Shares"). The Plan is similar to other shareholder
rights plans adopted by Canadian publicly listed companies and is
designed to provide the Board and the Shareholders with more time
to consider an unsolicited take-over bid for the Common Shares. The
Plan is intended to discourage coercive or unfair take-over bids
and to provide the Board with more time to assess and evaluate any
unsolicited take-over bid, and to explore and develop, if
appropriate, alternatives that enhance shareholder value and to
give Shareholders adequate time to consider any such
transaction.
The Plan has not been adopted in response to, or in
contemplation of, any specific proposal to acquire control of the
Company. The Plan is subject to acceptance by the TSX Venture
Exchange and must be ratified by Shareholders within six months of
the effective date of the Plan. If ratified by Shareholders at the
Meeting, the Plan will continue in force until the close of the
third annual meeting of Shareholders following the Meeting, unless
the Plan is reconfirmed and extended at such meeting.
The Board is of the view that the recent press releases
detailing the quality of the Miller graphite, which achieved
99.9978 % purity by rapid thermal upgrading and surpassed the
Nuclear graphite threshold, may have created an environment where
an opportunistic take-over bid could be made for the Common Shares.
Such an offer may not be in the best interest of all Shareholders.
Consequently, the Board has adopted the Plan, the benefits of which
extend to Shareholders should an offer be made for the Common
Shares.
In connection with the Plan, the Board authorized the issuance
of one right ("Right") in respect of each Common Share outstanding
as of the close of business on February 28, 2014, and one Right
will attach automatically to each Common Share issued after such
date. The Rights issued under the Plan will become exercisable only
when a person, including any party related to it, acquires or
announces its intention to acquire 20% or more of the outstanding
Common Shares without complying with the "Permitted Bid" provisions
of the Plan or without approval of the Board. Should such
acquisition occur, each Right will, upon exercise, entitle a Right
holder other than the acquiring person or related persons to
purchase Common Shares at the exercise price, subject to the terms
and conditions set forth in the Plan.
The Plan is not intended to prevent take-over bids. Pursuant to
the terms of the 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 the Plan. These criteria
require, 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 under the bid, and remain open for acceptance for not
less than 60 days. If, at the end of such 60 day period, at least
50% of the outstanding shares, other than those owned by the
offeror or certain related parties, have been tendered, 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.
A copy of the Plan will be filed at www.sedar.com.
On Behalf of the Board of Directors
CANADA CARBON INC.
"R. Bruce
Duncan"
CEO and Director
"Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release."
FORWARD LOOKING STATEMENTS: This news release contains
forward-looking statements, which relate to future events or future
performance and reflect management's current expectations and
assumptions. Such forward-looking statements reflect management's
current beliefs and are based on assumptions made by and
information currently available to the Company. Investors are
cautioned that these forward looking statements are neither
promises nor guarantees, and are subject to risks and uncertainties
that may cause future results to differ materially from those
expected. These forward-looking statements are made as of the date
hereof and, except as required under applicable securities
legislation, the Company does not assume any obligation to update
or revise them to reflect new events or circumstances. All of the
forward-looking statements made in this press release are qualified
by these cautionary statements and by those made in our filings
with SEDAR in Canada (available at www.sedar.com).
Canada Carbon Inc.(604) 638-0971(604)
638-0973info@canadacarbon.comwww.canadacarbon.com
Canada Carbon (TSXV:CCB)
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