To: Happy Harry who wrote (137 ) 12/15/1999 11:28:00 AM From: Michael Block Read Replies (1) | Respond to of 149
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