Business
Pulse Data Inc. adopts Shareholder Rights Plan
Pulse Data Inc. adopts Shareholder Rights Plan.
About this update from Pulse Seismic Inc.
[{"type":"text","content":"\n\n\n\nTSX: PSD\n\n\nCALGARY, Aug. 13 /CNW/ - Pulse Data Inc. (the "Corporation") announced\ntoday that its Board of Directors has adopted a Shareholder Rights Plan (the\n"Plan"), similar to existing shareholder rights plans adopted by other\nCanadian public companies.\n\n\nThe Plan was under consideration by the Board of Directors prior to the\nannouncement of the unsolicited take-over bid by Seitel, Inc. on August 10,\n2007 (the "Seitel Offer"). The Board of Directors did not adopt the Plan to\nprevent a takeover of the Corporation, to secure the continuance of management\nor the directors in their respective offices, or to deter fair offers for the\nCommon Shares of the Corporation.\n\n\nThe objectives of the Plan are, to the extent possible, to prevent a\ncreeping takeover of the Corporation by requiring that any offer to acquire\nshares of the Corporation is made to all shareholders for all of their shares\nand cannot be completed unless shareholders holding at least 50% of the\noutstanding shares (other than the offeror and related parties) are tendered\nin favour of the offer and to ensure that all shareholders of the Corporation\nare treated equally and fairly in connection with any takeover bid for the\nCorporation. The Plan discourages discriminatory, coercive or unfair takeovers\nof the Corporation and gives the Board of Directors time if, in the\ncircumstances, the Board of Directors determines it is appropriate to take\nsuch time, to pursue alternatives to maximize shareholder value in the event\nan unsolicited takeover bid (such as the Seitel Offer) is made for all or a\nportion of the outstanding shares of the Corporation.\n\n\nIn order to implement the adoption of the Plan, the Board of Directors of\nthe Corporation authorized the issuance of one right in respect of each Common\nShare of the Corporation outstanding at the close of business on August 13,\n2007 (the "Record Time"). In addition, the Board authorized the issuance of\none Right in respect of each additional Common Share issued after the Record\nTime. The rights initially trade with and are represented by the Corporation's\ncommon share certificates, including certificates issued prior to the Record\nTime. Accordingly, until such time as the rights separate from the Common\nShares and become exercisable, rights ...