TSX symbol: ACX
Berlin-Bremen Stock Exchange symbol: A0HMLE
Frankfurt Freiverkehr (WKN A0HMLE) A5C
VANCOUVER, May 23 /CNW/ - Ascendant Copper Corporation ("Ascendant" or "the Company") (TSX:ACX) today announced that the Board of Directors has approved the adoption of a Shareholder Rights Plan (the "Rights Plan").
The Rights Plan is designed to ensure the fair treatment of shareholders in any take-over bid made for the Company's common shares. The Rights Plan is intended to provide shareholders and the Board of Directors with adequate time to consider and evaluate any unsolicited take-over bid made for the Company's common shares and, if appropriate, to seek out other alternatives to maximize shareholder value. The Board of Directors believes that the dominant effect of the Rights Plan will be to enhance shareholder value, ensure equal treatment of all shareholders in the context of an acquisition of control, and lessen the pressure upon a shareholder to tender to a bid.
The Rights Plan is subject to ratification and confirmation by the Company's shareholders at the next annual and special meeting of shareholders to be held on June 25, 2008. If the shareholders do not ratify and confirm the Rights Plan, the Rights Plan will terminate and cease to be effective at that time.
The Rights Plan is similar to rights plans adopted by other Canadian corporations. The rights issuable under the Rights Plan will become exercisable when a person, together with any parties 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. In that event, shareholders (other than the acquiring person and related persons) will become entitled to purchase shares of the Company at one-half the prevailing market price at the time the rights become exercisable. A "Permitted Bid" is a take-over bid made to all shareholders which is open for acceptance for not less than 60 days. If at the end of the 60-day period at least 50% of the outstanding shares, other than those owned by the offeror and related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further period of not less than 10 days to allow other shareholders to tender. The full text of the Rights Plan will be posted on SEDAR at www.sedar.com.
The Rights Plan was not adopted by the Board of Directors in response to any specific proposal or intention to acquire control of the Company and the Board of Directors is not aware of any such proposal or intention.
About Ascendant Copper
Ascendant Copper Corporation is a mineral exploration and development company that is advancing a portfolio of copper exploration projects. Its primary focus is to advance its two near-term properties in Arizona. The Company will continue to expand its resource base through acquisition of additional properties of merit in the Americas.