Questerre has adopted a Shareholder Rights Plan (the "Rights Plan") effective immediately. The Rights Plan must be ratified by shareholders at Questerre's 2009 annual meeting, which is scheduled for June 9, 2009, failing which it will cease to have effect. Upon ratification by Questerre shareholders, the Rights Plan will continue in effect for an initial term of three years and is subject to reconfirmation by shareholders at the third annual meeting held after each confirmation.
The Rights Plan is designed both to encourage the fair and equal treatment of Questerre's shareholders in connection with any potential take-over bid and to ensure that Questerre's shareholders and its Board of Directors, in compliance with corporate and securities laws, have sufficient time to consider whether there are other options that would more effectively maximize shareholder value. The Rights Plan is not intended to deter take-over proposals. The terms of the Rights Plan are similar to those in rights plans recently approved by shareholders of other Canadian corporations. Questerre is not aware of any specific take-over bid for the Corporation in process or currently being contemplated.
The rights issued to shareholders under the Rights Plan become exercisable when a person, together with any parties related to it, acquires or announces its intention to acquire, 20% or more of the Corporation's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of Questerre's Board of Directors. Should such an acquisition occur each right would entitle a holder, other than the acquiring person or persons related to it, to purchase common shares of Questerre at a significant discount to the then current market price. A "Permitted Bid" is a bid made to all Questerre shareholders that is open for at least 60 days. If at the end of the 60 day period more than 50% of Questerre's then outstanding common shares, other than those common shares owned by the party making the bid and certain related persons, have been tendered to the bid, such party may take up and pay for the common shares but must extend the bid for a further 10 business days to allow other shareholders to tender.
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