Shareholder Rights Plan designed to allow shareholders sufficient time to properly assess any unsolicited takeover bid

December 23, 2009

2 Min Read

TORONTO -- Redknee (TSX:RKN - News), a leading provider of business-critical software and services for communications service providers, including end-to-end converged billing, real-time charging, rating and personalization, today announced that it has adopted a Shareholder Rights Plan (the "Plan") designed to allow the Company and its shareholders sufficient time to properly assess any unsolicited take-over bid. The Plan gives Redknee's Board of Directors time to consider possible alternative courses of action to allow its shareholders to receive full value and equal treatment for their shares in the event of an unsolicited take-over bid. The terms of the Plan are consistent with many plans adopted by other Canadian companies, as well as with the guidelines for such plans established by certain shareholder rights groups. The Plan has not been adopted in response to any pending or threatened take-over bid or offer for the common shares of the Company.

The Plan has received conditional approval from the Toronto Stock Exchange and will come into effect at the close of business today. The Plan will be presented for approval by shareholders at Redknee's annual shareholder meeting to be held on March 10, 2010. If the Plan is approved by shareholders, it will have an initial term of three years.

To implement the Plan, the Board of Directors has authorized the issuance of one right (a "Right") for each outstanding common share of the Company to holders of record at 4 p.m. (EST) today and for any future issuance of common shares. Initially, each Right will be attached to the corresponding Redknee common share and be represented by the certificate representing such share or the corresponding entry in the shareholder's register.

Upon the occurrence of certain triggering events, including the acquisition by a person or group of persons of 20% or more of the Company's outstanding common shares in a transaction that is not a "Permitted Bid" under the Plan, the Rights will separate from the common shares and will entitle holders (other than the acquiring person or group of persons) to acquire common shares of the Company at a substantial discount to the prevailing market price at the time.

The Rights will not be triggered by purchases of common shares made pursuant to a "Permitted Bid" under the Plan, being, among other things, a bid made to all of the Company's shareholders on identical terms and which remains open for acceptance for not less than 60 days. Under the Permitted Bid mechanism, Redknee shareholders will have more time to consider the bid and any other options that may be available before deciding whether or not to tender their common shares. The Company's Board of Directors will also have time to consider and pursue alternatives and make recommendations in the best interests of shareholders.

Redknee Inc. (Toronto TSX: RKN)

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