Business
Genesis Land Development Corp. Announces Adoption of a Shareholder Rights Plan and Advance Notice By-Law
CALGARY , July 29, 2013 /CNW/ - Genesis Land Development Corp. (TSX: GDC) (the " Compa...
About this update from Genesis Land Development Corp.
[{"type":"text","content":"\n\n\nCALGARY, July 29, 2013 /CNW/ - Genesis Land Development Corp. (TSX: GDC)\n (the \"Company\" or \"Genesis\") announced today that the board of directors of the Company has\n adopted a Shareholder Protection Rights Plan (the \"Rights Plan\") and an Advance Notice By-law, each effective July 28, 2013. The\n objective of the Rights Plan and Advance Notice By-Law is to ensure, to\n the extent possible, that all shareholders of the Company are treated\n equally and fairly in connection with any initiative to acquire control\n of the Company.\n\n\nAs previously disclosed by the Company in its news release dated July\n 24, 2013, the Company is concerned that a group of minority\n shareholders may attempt to seize control of the Company's board, and\n ultimately the Company, without paying a premium to shareholders, in\n connection with the upcoming Annual General Meeting of Shareholders to\n be held on August 12, 2013 at 9 a.m. (Mountain Daylight time)(the \"Meeting\").\n\n\nRights Plan\n\n\nThe Rights Plan is not intended to and will not prevent a take-over of\n the Company. The purpose of the Rights Plan is to encourage a potential\n bidder to make a \"Permitted Bid\", having terms and conditions designed\n to meet the objectives of the Rights Plan, or to negotiate the terms of\n an offer with the board of directors of the Company. A Permitted Bid is\n a take-over bid that is made to all holders of voting shares of the\n Company for all of the voting shares held by them, by way of a\n take-over bid circular prepared in compliance with applicable\n securities laws, that remains open for acceptance by shareholders of\n the Company for 90 days (or such shorter period of time as may be\n approved by the board of directors of the Company from time to time),\n and that satisfies certain other conditions.\n\n\nA special committee of the Board is investigating whether Garfield R.\n Mitchell, who beneficially owns and/or controls approximately 22.07% of\n the Company's outstanding common shares according to a report filed\n under applicable securities laws dated May 1, 2013, is acting jointly\n or in concert with his brother Mark W. Mitchell, who is a current\n director of the Company and who holds approximately 9.5% of the\n Company's outstanding common shares, and/or Liberty Street Capital\n Corp. (\"Liberty\"), which beneficially owns...