IDS Announces U.S. Listing Plans And Adopts
Shareholder Rights Plan
Toronto, Ontario, December 15, 1999
IDS Files Form 20-F With U.S. SEC in pursuit of AMEX listing;
approves Shareholders' Rights Plan
IDS Intelligent Detection Systems Inc., (TSE: ISD) announced today
that the company has filed a FORM 20-F registration statement with
the U.S. Securities and Exchange Commission. Similar to a U.S.
Domestic Form 10 filing, the Form 20-F document provides a
Canadian company the means to disclose its business to the U.S.
Investment community in an orderly and acceptable manner. In July
of this year the company applied for a listing on the American Stock
Exchange ("AMEX"). These initiatives will enable an increasing
number of brokers, institutions and individual investors to trade the
company's shares on an U.S. exchange market. The SEC and AMEX
will review the application over the next 45-60 days.
Throughout its development, IDS has benefited from the support of a
broad range of Canadian investors. However, approximately 15% of
IDS shareholders are currently registered in the United States and
the company feels this move will facilitate the trading needs of this
growing constituency of IDS investors. IDS has chosen to list on
AMEX to join its nearest competitors and gain an equal footing with
US investors.
Mariusz Rybak, CEO, IDS reports that, "this step will help IDS to
expand its market beyond Canada and into the United States. With
the majority of our future partners and clients based primarily in the
United States, I feel it is important that the Company increase our
presence in the US through the filing of the Form 20-F and the pursuit
of an AMEX listing."
Shareholders' Rights Plan
IDS Intelligent Detection Systems Inc. also announced today that its
Board of Directors, on December 13, 1999, approved a Shareholders'
Rights Plan to protect the Company's shareholders from unfair,
abusive, or coercive take-over strategies, including the acquisition of
control of the Company through a take-over bid that does not treat all
shareholders equally or fairly. The implementation of the plan is
subject to regulatory approvals.
The Shareholder Rights' Plan is not intended to prevent take-over
bids. Its adoption signals the Board's concern that the current
legislation does not provide sufficient time for the Board and the
shareholders of the Company to properly evaluate a bid or pursue
alternatives with a view to maximizing shareholder value. The plan
seeks to ensure that all shareholders of IDS have an equal
opportunity to participate in the benefits of a take-over bid.
In making the announcement, the Company said it is not aware of
any pending or threatened take-over bids for the Company.
Under the plan, one right will be issued in respect of each share
outstanding. On the occurrence of certain triggering events, including
the acquisition by a person or group of 20% or more of the
outstanding Common Shares and /or Class B Shares of the
Company in a transaction not approved by the Board of Directors
(and, in certain cases, the Shareholders), the rights will entitle
holders (other than the acquiring person or group) to acquire a
number of shares in the Company, of the appropriate class, that have
a market value equal to twice the exercise price.
The rights would not be triggered by purchases of shares made
pursuant to a "Permitted Bid", a take-over bid made to all holders of
shares on identical terms. A Permitted Bid must be made by way of
a take-over bid prepared in compliance with applicable securities
laws and must comply with certain other conditions.
About IDS:
IDS is an innovative developer, manufacturer and marketer of
proprietary sensory technology and communication systems. The
company operates through eight business units: Analytical &
Security products and solutions, IDS Power Control Systems,
Scintrex Earth Science Instrumentation, Survey & Exploration
Technology Services, IEC (Integration, Engineering and Consulting),
ChemiCorp International and Caduceon Inc. Its more than 70
products range from drug and explosive detectors to nuclear safety
control instruments, oil and gas exploration and developing
technologies for industrial process control and point-of-care health
analysis. IDS's Internet initiative, GeoCommerce Inc., provides
centralized online trading and information marketplaces for the global
mining, exploration, and geophysics communities through:
www.MineOnline.com and www.GeophysicsOnline.com. IDS
operates worldwide in Canada, the US, France, UK, Australia and
Brazil, and is publicly traded on The Toronto Stock Exchange
(symbol: ISD).
For additional information:
Media Inquiries
Peter McIntyre
IDS
Telehone: (416) 214-6726
pmcintyre@hq.idsdetection.com
Investor Inquiries
Rick Conroy
Lexington Communications
Telehone: (416) 588-1888
rick@lexington.ca
U.S. Contacts
Thomas Dean / Michael Block
Murdock Capital Partners
Telehone: (212) 421-2545
www.murdockcapital.com |
