Donald Benson, Chairman and Chief Executive Officer of Nordic Oil and Gas Ltd., announced that the Corporation has adopted a Shareholder Rights Plan, effective March 17. The Rights Plan is designed to ensure the fair treatment of shareholders in any transaction involving a change of control of Nordic and will provide the board of directors and shareholders with more time to evaluate any unsolicited take-over bid and, if appropriate, to seek out other alternatives to maximize shareholder value.
The Rights Plan was not adopted by Nordic in response to any specific proposal to acquire control of Nordic and the board of directors is not aware of any such proposal. Although the Rights Plan takes effect immediately, shareholders will be asked to confirm the Rights Plan at the upcoming annual and special meeting of shareholders. The Rights Plan would then be in effect for a three-year period from the date of shareholder confirmation.
The Rights Plan was prepared with a view to conform with the current practices of Canadian companies with respect to shareholder rights plan design and recommendations for shareholder rights plans under the proxy voting guidelines of institutional investors. Until the occurrence of certain specified events, the rights will trade with the common Shares ("Shares") of Nordic and will be represented by the certificates for Shares. The rights become exercisable only when a person (including a related party and joint actor of such person) acquires or announces its intention to acquire twenty (20%) or more of the outstanding Shares without complying with the "permitted bid" provisions of the Rights Plan. Should a non-permitted acquisition occur, each right would entitle shareholders (other than the acquiring person and related persons and joint actors of such acquiring person) to purchase additional Shares at a fifty (50%) percent discount to the market price at the time.
The Rights Plan permits a "permitted bid", which is a take-over bid made to all shareholders on identical terms and conditions that is open for acceptance for a period of at least 60 days. If at the end of the 60 day period at least 50% of the outstanding Shares (other than those owned by the offeror and related parties and joint actors of the offeror) have been tendered under the bid, the offeror may take up and pay for the tendered Shares but must extend the bid for a further 10 days to allow all shareholders to tender to the bid.
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