OTTAWA, Dec. 12, 2019 — Calian Group Ltd. (TSX: CGY) today announced that it has adopted the 2020 Shareholder Rights Plan (the “Rights Plan”). The Company’s prior 2010 Shareholder Rights Plan expired in 2019.
The Rights Plan, which is effective immediately but is subject to shareholder approval, will help to better ensure that all shareholders are treated fairly and receive equal treatment in the face of an unsolicited take-over bid for the Company. Shareholders will be asked to confirm the Rights Plan at the Annual and Special Meeting of Shareholders to be held on February 6, 2020 and the Rights Plan will need to be reconfirmed by shareholders every three years after that. If this confirmation is not received, the Rights Plan will terminate.
At the close of business today, one right will be issued and attached to each common share of the Company outstanding at such time and a right will also automatically attach to each common share issued hereafter for as long as the Rights Plan remains in effect. The rights will automatically attach to the common shares and no further action will be required by shareholders.
The rights issued under the Rights Plan become exercisable only when a person, including any party related to it or acting jointly with it, acquires or announces its intention to acquire 20% or more of the Company’s outstanding common shares without complying with the ‘Permitted Bid’ provisions of the Rights Plan. Subject to certain conditions set out in the Rights Plan, should such an acquisition occur, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase common shares of the Company at a substantial discount to the market price at the time. Certain holdings of common shares, such as positions held by investment managers, trust companies for managed accounts and pension plans will not trigger the Rights Plan unless the holders are participating in making a take-over bid for the Company. Under the Rights Plan, a Permitted Bid is a bid made to all shareholders that is open for not less than 105 days and satisfies certain other conditions set out in the Rights Plan.
The 2020 Shareholder Rights Plan was not adopted in response to, or in anticipation of, any specific effort to acquire control of the Company and the Company is not aware of any such pending or contemplated proposals. The 2020 Shareholder Rights Plan is not aimed at blocking bids, but is designed to ensure that all shareholders are treated fairly and equally and to allow the Company an ability to properly evaluate any offer and maximize value for shareholders.
The form of Rights Plan adopted by the Company is consistent with the current practice and the forms of shareholder right plans adopted by other Canadian public companies. The Rights Plan has been conditionally approved by the Toronto Stock Exchange subject to ratification by shareholders as described above and certain other customary conditions.
A complete copy of the Rights Plan will be filed with Canadian Securities Administrators and will be available at www.sedar.com.
About Calian
We keep the world moving forward. Calian® helps people communicate, innovate, learn and lead safe and healthy lives. Every day, our employees live our values of customer commitment, integrity, innovation, respect and teamwork to engineer reliable solutions that solve complex problems. That’s Confidence. Engineered. A stable and growing 40-year company, we are headquartered in Ottawa with offices and projects spanning North American, European and international markets. Visit calian.com to learn about innovative healthcare, communications, learning and cybersecurity solutions.
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Media inquiries:[email protected] 613-599-8600 x 2298 Investor Relations inquiries:[email protected]
DISCLAIMER
Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Such statements are generally accompanied by words such as “intend”, “anticipate”, “believe”, “estimate”, “expect” or similar statements. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; scarce number of qualified professionals; the impact of rapid technological and market change; loss of business or credit risk with major customers; technical risks on fixed price projects; general industry and market conditions and growth rates; international growth and global economic conditions, and including currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, please see the Company’s most recent annual report and other reports filed by Calian with the Ontario Securities Commission. Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.
Calian · Head Office · 770 Palladium Drive · Ottawa · Ontario · Canada · K2V 1C8
Tel: 613.599.8600 · Fax: 613-592-3664 · General info email: [email protected]