To: Shaun M. Dykes who wrote (664 ) 6/2/1999 9:05:00 AM From: GWalker Read Replies (1) | Respond to of 708
PolyMet Adopts Shareholder Rights Plan (99-16) GOLDEN, Colo., June 1 /PRNewswire/ -- PolyMet Mining Corp. (Vancouver: POM) announces that its Board of Directors has adopted a Shareholder Rights Plan designed to achieve the fair treatment of shareholders in connection with any take-over offer for the Company. The Rights Plan addresses the Company's concerns that existing Canadian legislation does not allow sufficient time, if a take-over bid is made, for either the Board of Directors or the Shareholders to properly consider a take-over bid, or for the Board of Directors to seek alternatives to such a bid. The Rights Plan is effective immediately and will provide the Board of Directors of the Company and the shareholders more time to fully consider any unsolicited take-over bid for the Company. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. The Rights Plan is not being proposed in response to, or anticipation of, any acquisition or take-over offer. Shareholders will be asked to confirm the Rights Plan at the Annual General Meeting of the shareholders to be held on July 8, 1999. The rights issued under the Rights Plan become exercisable only when a person or corporate entity, including any person related to it, acquires or announces its intention to acquire 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the Board of Directors of the Company. Should such an acquisition occur, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase common shares of the Company at a 50% discount to the market price at the time. Under the Rights Plan, a Permitted Bid is a bid made to all holders of the Company's common shares that is open for acceptance 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, but must extend the bid for a further ten days to allow other shareholders to tender. PolyMet Mining Corp. received advice from its legal counsel and financial advisors that the adoption of a Shareholder Rights Plan is prudent at this time in order to protect the rights of all shareholders. The Rights Plan is similar to plans adopted by many other Canadian companies. The Plan is subject to shareholder ratification at the Company's 1999 Annual General Meeting and reconfirmation by shareholders every three years. Signed, Donald W. Gentry President & CEO