EDMONTON, ALBERTA — (Marketwired) — 07/24/13 — Titan Logix Corp. (TSX VENTURE: TLA) (“Titan” or the “Company”) announces that its board of directors (the “Board”) has approved the adoption of a Shareholder Rights Plan (the “Rights Plan”), effective July 19, 2013 (the “Effective Date”).
The Rights Plan was not adopted by the Board in response to, or in anticipation of, any offer or take-over bid and is not intended to prevent a take-over bid. The Rights Plan must be ratified at a meeting of shareholders no later than January 19, 2014. If the Rights Plan is not ratified by the shareholders by that date, the Rights Plan and any Rights (defined below) issued pursuant to it will terminate and cease to be effective at that time. If the Rights Plan is ratified, it will continue in effect until the third annual general meeting of the shareholders thereafter.
The fundamental objectives of the Rights Plan are to provide adequate time for the Board and shareholders to assess an unsolicited take-over bid for the Company, to provide the Board with sufficient time to explore and develop alternatives for maximizing shareholder value if a take-over bid is made, and to provide shareholders with an equal opportunity to participate in a take-over bid.
To implement the Rights Plan, the Board authorized the issue, effective the Effective Date, of one right to purchase a common share (a “Right”) in respect of each common share of Titan outstanding to holders of record on the Effective Date. One Right will also be issued in conjunction with each common share of the Company issued while the Rights Plan is in effect. A separate rights certificate will not be issued until such time as the Rights become exercisable (which is referred to as the “separation time”).
The Rights Plan encourages a potential acquiror who makes a take-over bid to proceed either by way of a “Permitted Bid” or with the concurrence of the Board. A Permitted Bid is a bid made by way of a take-over bid circular to all holders of the Company-s common shares which is open for acceptance for not less than 60 days. If at the end of the 60 days at least 50% of the outstanding Titan shares, other than those owned by the offeror and 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. If a take-over bid fails to meet these minimum standards of the Rights Plan and is not waived by the Board, each Right would, upon exercise, entitle a Rights holder, other than the acquiror and certain related parties of the acquiror, to purchase additional common shares at a significant discount to market, thus exposing the acquiror to a substantial dilution of its holding.
Additional details regarding the Rights Plan will be provided in the Information Circular that will be available for viewing on SEDAR at and mailed to the shareholders of the Company prior to the Company-s next annual general meeting of shareholders.
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.
Contacts:
Titan Logix Corp.
Greg McGillis, P.Eng.
President and Chief Executive Officer
(780) 462-4085
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