TSX: PSD
CALGARY, Aug. 13 /CNW/ - Pulse Data Inc. (the "Corporation") announced today that its Board of Directors has adopted a Shareholder Rights Plan (the "Plan"), similar to existing shareholder rights plans adopted by other Canadian public companies.
The Plan was under consideration by the Board of Directors prior to the announcement of the unsolicited take-over bid by Seitel, Inc. on August 10, 2007 (the "Seitel Offer"). The Board of Directors did not adopt the Plan to prevent a takeover of the Corporation, to secure the continuance of management or the directors in their respective offices, or to deter fair offers for the Common Shares of the Corporation.
The objectives of the Plan are, to the extent possible, to prevent a creeping takeover of the Corporation by requiring that any offer to acquire shares of the Corporation is made to all shareholders for all of their shares and cannot be completed unless shareholders holding at least 50% of the outstanding shares (other than the offeror and related parties) are tendered in favour of the offer and to ensure that all shareholders of the Corporation are treated equally and fairly in connection with any takeover bid for the Corporation. The Plan discourages discriminatory, coercive or unfair takeovers of the Corporation and gives the Board of Directors time if, in the circumstances, the Board of Directors determines it is appropriate to take such time, to pursue alternatives to maximize shareholder value in the event an unsolicited takeover bid (such as the Seitel Offer) is made for all or a portion of the outstanding shares of the Corporation.
In order to implement the adoption of the Plan, the Board of Directors of the Corporation authorized the issuance of one right in respect of each Common Share of the Corporation outstanding at the close of business on August 13, 2007 (the "Record Time"). In addition, the Board authorized the issuance of one Right in respect of each additional Common Share issued after the Record Time. The rights initially trade with and are represented by the Corporation's common share certificates, including certificates issued prior to the Record Time. Accordingly, until such time as the rights separate from the Common Shares and become exercisable, rights certificates will not be distributed to shareholders. With respect to the Seitel Offer, the Board of Directors has deferred the separation time of the Rights until August 28, 2007.
If a person, or a group acting in concert, acquires (other than pursuant to an exemption available under the Plan) beneficial ownership of 20% or more of the outstanding shares of the Corporation, the rights (other than those held by such acquiring person which will become void) will permit the holder thereof to purchase Common Shares at a substantial discount to their then prevailing market price. At any time prior to the rights becoming exercisable, the Board of Directors may waive the operation of the Plan with respect to certain events before they occur.
The issuance of the rights is not dilutive and will not affect reported earnings or funds from operations per share until the rights separate from the underlying Common Shares and become exercisable or until the exercise of the rights. The issuance of the rights will not change the manner in which shareholders currently trade their Common Shares.
The Plan is subject to approval of the Toronto Stock Exchange, and requires confirmation by the Corporation's shareholders at a special meeting of shareholders to be held before the end of 2007. If the Plan is not confirmed by shareholders by that time, the Plan and all outstanding rights will terminate and be void and of no further force and effect.
Pulse is a Calgary-based company specializing in seismic data acquisition, licensing and marketing. Pulse's seismic library consists of approximately 11,400 net square kilometres of 3D seismic data and 257,300 net kilometres of 2D seismic data.
Pulse trades on the Toronto Stock Exchange under the symbol PSD.
Certain information contained herein may constitute forward-looking statements under applicable securities laws. Such statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Investors are encouraged to review the "Risk Factors" section of the Management's Discussion and Analysis in the Company's most recent Annual Report and interim reports for a discussion of risks that could affect the Company's operations and financial results. Forward-looking statements are based upon management's assumptions, expectations and estimates at the time that such statements are made. Pulse does not update forward-looking statements should circumstances change or management's assumptions, expectations or estimates change, except as required by law.