|By Marketwired .||
|December 2, 2013 07:00 AM EST||
SPRUCE GROVE, ALBERTA -- (Marketwired) -- 12/02/13 -- ENTREC Corporation (TSX VENTURE: ENT) ("ENTREC" or the "Company") announced today that its board of directors (the "Board") has approved the adoption of a shareholder rights plan (the "Plan"). The TSX Venture Exchange has conditionally approved the Plan. While the Plan comes into effect immediately, it is subject to shareholder ratification within six months of its adoption. The Company will seek shareholder ratification at its annual meeting of shareholders currently anticipated to be held in May 2014.
The Plan is similar to other shareholder rights plans adopted by Canadian publicly listed companies and is designed to encourage the fair treatment of the Company's shareholders in the event of any take-over bid for the Company's common shares. It provides the Board with more sufficient time to assess and evaluate any unsolicited take-over bid, and to explore and develop, if appropriate, alternatives that enhance shareholder value and to give shareholders adequate time to consider any such transaction.
In connection with the Plan, the Board authorized the issuance of one right in respect of each common share of the Company outstanding as of the close of business on December 1, 2013, and one right will attach automatically to each common share issued after such date. Each right entitles the holder of the right to purchase from the Company an additional common share of the Company at the exercise price, which has initially been set at CAD $50.00, subject to the terms and conditions set forth in the Plan.
The rights will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire beneficial ownership of common shares of the Company which, when aggregated with its current holdings, total 20% or more of the Company's outstanding common shares, without complying with the "Permitted Bid" provisions of the Plan or without the approval of the Board. Following the actual acquisition by such person or persons of such amount of shares, and subject to the terms and conditions of the Plan, each right would be amended to entitle the holder of the right, other than the acquiring person or any related persons, to exercise their right and purchase common shares of the Company at a substantial discount to the market price at that time (i.e. each exercising person would receive, upon payment of the exercise price (i.e. CAD $50.00), that number of common shares of the Company having an aggregate market price on the date of the occurrence of such event equal to twice the exercise price for an amount in cash equal to the exercise price).
The Plan is not intended to prevent take-over bids. Under the Plan, a "Permitted Bid" is to be made to all registered holders of common shares by way of a takeover bid circular prepared in accordance with applicable securities laws and must comply with certain other conditions.
There is currently no proposed or pending unsolicited take-over bid for the Company of which management is aware.
A copy of the Plan is available on the Company's website at www.entrec.com and on SEDAR at wvw.sedar.com.
ENTREC is a leading provider of heavy lift and heavy haul services with offerings encompassing crane services, heavy haul transportation, engineering, logistics and support. ENTREC provides these services to the oil and natural gas, construction, petrochemical, mining and power generation industries. ENTREC's common shares trade on the TSX Venture Exchange under the trading symbol "ENT".
This press release contains information that is forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts.
Forward-looking information by its nature necessarily involves risks and uncertainties including, without limitation, whether the plan will receive the necessary shareholder approval, the timing and conditions to obtaining final TSX Venture Exchange approval, the timing and conditions under which the rights issued under the Plan will become exercisable and related risks and uncertainties. If any of these risks or uncertainties were to materialize or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained herein. The Company disclaims any intention or obligation, other than those required by security laws, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the 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.
Chairman & CEO
John M. Stevens
President & COO