To: Kerm Yerman who wrote (10276 ) 4/23/1998 1:22:00 AM From: Kerm Yerman Respond to of 15196
CORP. - SPEC 20 LISTED / Pan East Announces Adoption of Shareholder Rights Protection Plan PAN EAST PETROLEUM CORP. TSE SYMBOL: PEC APRIL 22, 1998 CALGARY, ALBERTA--Pan East Petroleum Corp. ("Pan East") today announced that its board of directors has implemented a shareholder rights protection plan (the "Plan"). The Plan is effective immediately and will be submitted for shareholders' approval and ratification at the special and annual meeting of shareholders of the Corporation scheduled for June 5, 1998. The Plan has been adopted in order to provide Pan East's board of directors and shareholders with sufficient time to assess and evaluate any take-over bid and, in the event a bid is made, to provide the board of directors with an appropriate period of time to explore and develop alternatives which maximize shareholder value. The Plan is also intended to ensure that all of Pan East's shareholders are treated equally if a takeover bid is made. The Plan is not intended to deter take-over bids and Pan East is not aware of any pending or threatened take-over bid. To implement the Plan, the board of directors of Pan East authorized, subject to regulatory approval, the distribution of one share purchase right for each outstanding common share of Pan East held of record at the close of business on April 20, 1998. Until the "separation time", the rights will trade together with the common shares and will not be exercisable. In certain circumstances, including in the event that a person acquires 20 percent or more of the outstanding Pan East common shares, other than through a "Permitted Bid", the rights will effectively entitle shareholders, other than the acquiring person or group, to acquire common shares of the Corporation at half of the then current market value. The Plan provides that a Permitted Bid is a take-over bid made to all shareholders for all of the outstanding shares of Pan East, which must be outstanding for at least 45 days. A permitted bid must also satisfy certain other conditions, including that a minimum of 50 percent of the outstanding shares (exclusive of shares held by the offeror) must be tendered into the bid after which time the bid must then be extended for a further period of 10 business days. Subject to shareholder ratification at Pan East's upcoming shareholders' meeting, the Plan will be operative until Pan East's Annual Shareholders' Meeting in 2001.