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Nickel 28 Capital Adopts Shareholder Rights Plan to Protect Against “Creeping” Bids and Unequal Treatment of Shareholders
The Board and Special Committee believe that the shareholder rights plan, which has been prepared to comply with the requirements of ISS and Glass Lewis, is nec
About this update from Nickel 28 Capital Corp
[{"type":"text","content":" The Board and Special Committee believe that the shareholder rights plan, which has been prepared to comply with the requirements of ISS and Glass Lewis, is necessary to protect shareholders from certain actions that could result in unequal treatment of shareholders under Canadian securities laws The shareholder rights plan is intended to reduce the likelihood that any entity, person or group gains control of Nickel 28 through a “creeping” bid without paying all shareholders an appropriate control premium The Board and Special Committee are continuing to evaluate and will take any and all steps necessary to protect shareholders against opportunistic or coercive actions, including by Pelham The Board reiterates its view that the current share price is materially below its intrinsic value and reminds shareholder to TAKE NO ACTION and NOT to tender to Pelham’s predatory “mini-tender” scheme TORONTO / Apr 12, 2023 / Business Wire / Nickel 28 Capital Corp. (“Nickel 28” or the “Company”) (TSXV: NKL) (FSE: 3JC0) today announced that the Board of Directors of the Company (the “Board”), on the recommendation of the special committee (the “Special Committee”) of the independent directors of the Board, has approved the adoption of a shareholder rights plan (the “Rights Plan”) pursuant to a shareholder rights plan agreement entered into with TSX Trust Company, as Rights Agent, dated April 11, 2023 (the “Effective Date”). The Pelham Scheme Nickel 28 previously recommended that Nickel 28 shareholders REJECT the unsolicited “mini-tender” offer (the “Scheme”) announced on March 21, 2023 by Pelham Investment Partners LP (“Pelham”) and NOT TENDER their shares. While the Rights Plan has not been adopted to prevent Nickel 28 shareholders from tendering their shares to the Scheme, the Special Committee is concerned that Pelham or other shareholders may seek to rely on exemptions to the formal take-over bid rules that facilitate “creeping” bids (acquisitions of shares with the intention of acquiring effective control of Nickel 28 through market purchases and private agreements that are exempt from the take-over bid rules) and determined to approve the adoption of the Rights Plan to protect the interests of Nickel 28 shareholders. Nickel 28 shareholders are reminded that Pelham’s mini-tender Scheme is highly conditional and can be withdrawn, modified...