Trojan Technologies Inc. Adopts Shareholder Rights Plan
LONDON, ONTARIO--The Board of Directors of Trojan Technologies
Inc. (TSE/TUV) has adopted a Shareholder Rights Plan designed to
encourage the fair treatment of shareholders in connection with
any takeover offer for the Company.
The Rights Plan is effective immediately and will provide the
Board and the shareholders more time to consider the terms of any
unsolicited take-over bid and allow more time for the Board to
pursue, if appropriate, other alternatives to maximize shareholder
value. Shareholders will be asked to confirm the Rights Plan at
the next annual and special general meeting of the shareholders.
On October 12, 1999, the Company's Board of Directors authorized
the issue of one Right for each outstanding common share to
shareholders of record as at 12:01 a.m. on October 12, 1999. The
Rights issued under the Plan are exercisable when a person
acquires or announces his intention to acquire 20 per cent or more
of Trojan's outstanding shares without complying with the
permitted bid or permitted acquisition provisions of the Plan or
without the approval of Trojan's Board of Directors. If an
unpermitted bid is made, each right upon being exercised would
entitle a holder, other than the acquiring person and related
persons, to purchase shares of the Company at a 50 per cent
discount to the market price at the time.
Under the Plan, a permitted bid is a bid that is made to all
holders of Trojan's shares and is open for acceptance for not less
than 60 days. If, at the end of 60 days, at least 50% of the
outstanding 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. However, the bid must be extended for
an additional 10 days to allow other shareholders to tender. This
will provide shareholders with more time to consider the bid and
any other alternatives that may be available. The Board of
Directors will also have more time to consider alternatives and to
make recommendations to shareholders.
The Company has adopted the Shareholder Rights Plan to enable
Trojan Technologies Inc. to maximize shareholder value in the
event of an unsolicited take-over bid. The Plan is similar to
plans adopted by numerous other Canadian companies. Trojan is not
aware of any pending or threatened take-over bid for the Company.
Trojan Technologies Inc. is a Canadian based high technology
environmental company operating internationally. Trojan
specializes in ultraviolet light applications for disinfecting
drinking water, and for industrial and residential applications.
With more than 2000 Trojan UV systems treating municipal
wastewater in more than 30 countries, Trojan is the world's
largest supplier of ultraviolet disinfection systems for municipal
wastewater applications.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Hill & Knowlton Canada Limited
(416) 413-1218 |
