ORONTO, ON--(Marketwired - May 08, 2015) - Titan Medical Inc. ("Titan" or the "Company") (TMD.TO) (TITXF) Titan Medical Inc. announces that it has adopted a shareholder rights plan (the "Plan") effective May 8, 2015. The Company will be seeking shareholder approval of the Plan at its upcoming annual and special meeting of shareholders to be held on June 9, 2015.
The Plan is designed to ensure the fair and equal treatment of shareholders in connection with any take-over bid for outstanding common shares of the Company. The Plan is not intended to prevent or deter take-over bids that offer fair treatment and value to shareholders, but is designed to encourage offers that represent fair value to all shareholders. The Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board of Directors with adequate time to fully assess an unsolicited take-over bid, to allow competing bids to emerge, and, if applicable, to explore other alternatives to the take-over bid to maximize shareholder value.
Under the terms of the Plan, one right will be issued by the Company for each outstanding Titan common share at the close of business on May 8, 2015, and for each Titan common share issued in future (subject to the terms of the Plan). The rights issued under the Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the "Permitted Bid" provisions of the Plan or without the approval of Titan's Board of Directors.
Permitted Bids must be made to all holders of Titan common shares by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other things, must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
If a take-over bid does not meet the Permitted Bid requirements of the Plan, the rights will entitle shareholders, excluding the shareholder or shareholders making the take-over bid, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.
The Company is not adopting a Plan in response to any proposal to acquire control of the Company. The Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.
AI
