Black Diamond Group Limited Adopts Shareholder Protection Rights Plan
CALGARY, ALBERTA--(Marketwired - March 4, 2015) - Black Diamond Group Limited ("Black Diamond" or the "Company") (TSX:BDI), a leading provider of workforce accommodation and modular workspace solutions, announces that its Board of Directors (the "Board") has adopted a Shareholder Protection Rights Plan (the "Rights Plan"). The Rights Plan is similar to existing shareholder rights plans adopted by other Canadian public companies. The Rights Plan has not been adopted in response to, or in anticipation of, any known take-over bid.
The Rights Plan's objectives are to ensure, to the extent possible, that all shareholders of the Company are treated equally and equitably in connection with any takeover bid for the Company and to ensure that the Board is provided with sufficient time to evaluate unsolicited take-over bids and to explore and develop alternatives to maximize shareholder value. The Rights Plan discourages discriminatory, coercive or unfair takeovers of the Company and gives the Board time, if, in the circumstances, it is appropriate to take such time, to evaluate the proposed transaction and to conduct an orderly process to maximize shareholder value. Such process may include the solicitation of superior proposals, consideration of alternative structures, identification of other potential bidders or the conducting of an orderly auction.
The Rights Plan is subject to approval of the Toronto Stock Exchange, and requires approval by Black Diamond's shareholders within six months of the Rights Plan's effective date. It is anticipated that the Rights Plan will be submitted to shareholders for their consideration at Black Diamond's next annual meeting, currently scheduled for May 7, 2015. If the Rights Plan is not confirmed by Black Diamond's shareholders at such meeting, it will terminate and be void and of no further force and effect.
The Board has implemented the Rights Plan by authorizing the issuance of one right (a "Right") in respect of each common share ("Common Share") of the Company outstanding at the close of business on March 4, 2015 (the "Record Time"). In addition, the Board authorized the issuance of one Right in respect of each additional Common Share issued from treasury after the Record Time. The Rights trade with and are represented by the Common Shares. Until such time as the Rights separate from the Common Shares, when they become exercisable, Rights certificates will not be distributed to shareholders.
If a person, or a group acting jointly or in concert, acquires (other than pursuant to an exemption available under the Rights Plan) beneficial ownership of 20 percent or more of the Common Shares, Rights (other than those held by such acquiring person which will become void) will separate from the Common Shares and permit the holder thereof to purchase that number of Common Shares having an aggregate market price (as determined in accordance with the Rights Plan) on the date of consummation or occurrence of such acquisition of Common Shares equal to twice the exercise price of the Rights for an amount in cash equal to the exercise price. The exercise price of the Rights pursuant to the Rights Plan is $100.00 per Right.
At any time prior to the Rights becoming exercisable, the Board may waive the operation of the Rights Plan with respect to certain events before they occur.
The issuance of the Rights is not dilutive and will not affect reported earnings or cash flow 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.
A copy of the Rights Plan will be available under the Company's profile on SEDAR at www.sedar.com.
About Black Diamond
Black Diamond rents and sells portable workforce accommodation and work space solutions to business customers in Canada, the United States and Australia. In addition to providing turnkey lodging and other support services related to remote workforce accommodation and workspaces, we also provide specialized field rentals to the oil and gas industries of Canada and the United States. From twenty locations around the world, we serve multiple sectors including oil and gas, mining, power, construction, engineering, military, government and education.
Black Diamond Group Limited
Black Diamond Group Limited
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