POE.v (pop) Pan Orient adopts poison pill
2012-05-23 11:09 ET - News Release
Mr. Jeff Chisholm reports
PAN ORIENT ENERGY CORP.: ADOPTION OF SHAREHOLDER RIGHTS PLAN
Pan Orient Energy Corp.'s board of directors has adopted a shareholder rights plan, designed to encourage the equal and fair treatment of shareholders if there were to be an unsolicited takeover bid for the corporation's common shares. The plan will provide shareholders and the board with additional time to properly evaluate and assess the take-over bid, without facing undue pressure or coercion. The plan also provides the board with additional time to explore alternative transactions in order to maximize shareholder value.
The shareholder rights plan is effective immediately but is subject to regulatory approval and ratification by shareholders. Shareholder ratification will be sought at Pan Orient's June 20, 2012 annual meeting. The plan is described in greater detail in the management information circular for the meeting that is being mailed to shareholders this week and a copy of the shareholder rights plan agreement will be filed in due course on SEDAR.
The shareholder rights plan allows a potential acquirer to make a permitted takeover bid without prior Pan Orient board of director approval if the bid is made to all shareholders and remains open for a minimum of 60 days. At the end of the 60 day period, if more than 50% of the Corporation's common shares have been tendered by independent shareholders, then a further 10 business day extension must be granted to allow any shareholders who have not yet tendered the opportunity to tender their shares. Conversely, if a bidder acquires 20% or more of the Corporation's common shares other than by making a permitted bid, or otherwise without board of director approval, then holders of common shares other than the bidder may purchase additional common shares at a significant discount, resulting in substantial dilution to the bidder.
The shareholder rights plan was not implemented in response to any proposals, enquiries or expressions of interest received from any third party and the Corporation is not aware of any third party which is currently considering or preparing any proposal to acquire control of Pan Orient.