Press release from Marketwire
Nordex Explosives Ltd. Adopts Shareholder Rights Plan
Friday, May 24, 2013
Nordex Explosives Ltd. Adopts Shareholder Rights Plan17:09 EDT Friday, May 24, 2013
KIRKLAND LAKE, ONTARIO--(Marketwired - May 24, 2013) - NORDEX EXPLOSIVES LTD. (TSX VENTURE:NXX) ("Nordex" or the "Company") announces that its Board of Directors (the "Board") approved the adoption of a shareholder right plan (the "Plan") dated May 24, 2013. The purpose of the Plan is to provide both shareholders and the Board sufficient time to adequately consider a take-over bid and to allow for competing and alternative proposals to emerge during the period between the announcement of the proposed take-over bid and the period of review allowed within the Plan. The Plan is similar to those adopted by other Canadian public companies, and Nordex is currently unaware of any party contemplating or preparing a proposal to acquire control of the Company.
At the close of business on May 24, 2013, existing shareholders of the Company were granted Rights to acquire additional common shares. The Rights were granted for no cash. These Rights are attached to each share as long as the Plan remains in effect. Each subsequent shareholder who invests in the Company's common shares will also be entitled to the Rights for no consideration.
The value of these Rights are that they allow shareholders, other than the take-over bidder, to purchase, at the Exercise Price one common share of the Company for each common share held. This Right is triggered only if a party attempts to acquire 20% or more of the outstanding shares of the Company and this proposed acquisition does not meet the Permitted Bid requirements set forth within the Plan. Under the Plan, bids that meet certain requirements intended to protect the interests of all Shareholders are deemed to be Permitted Bids. Permitted Bids must remain open for 90 days and must be made by way of a take-over bid circular prepared in compliance with applicable securities laws.
The Board's approval of the Plan is subject to the TSX Venture Exchange's acceptance and will remain in place for six months. It is the Company's intention to seek approval of the Plan from the shareholders at the next Annual and Special meeting of shareholders to be held on June 27, 2013.
All capitalized terms within this press release without definition have the meanings attributed to them in the Plan. The shareholder rights plan will be available on SEDAR shortly for those shareholders who wish to view the document in its entirety.
ABOUT NORDEX EXPLOSIVES: LES EXPLOSIFS NORDEX LTEE./NORDEX EXPLOSIVES LTD. is a manufacturer and distributor of explosives for the mining, quarry and road construction industries since 1970. Its manufacturing operations and distribution centre is strategically located in one of the world's largest mining regions near Kirkland Lake, Ontario. Nordex is the exclusive supplier of the Econotrim and Ezicharge Johnex explosive products in Canada. Nordex trades on the TSX Venture Exchange under the symbol "NXX".
Additional Information relating to the Company is available on SEDAR at www.sedar.com.
Certain information included herein may contain "forward-looking statements" which reflect the current expectations of management of the Company regarding the Company's future growth, results of operations, performance, business prospects and opportunities. Wherever possible, words such as "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavor", "seek", "predict", "potential" and similar expressions have been used to identify these forward-looking statements. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management of the Company. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation, cancellations of or the failure to renew purchase orders; production and delivery issues; quality, pricing and availability of raw materials; compliance with environmental regulations; exchange rate fluctuations as well as the other risks identified in the "Risk Factors" contained in the Company's Management Discussion and Analysis for the Third Quarter and other public filings (copies of which may be obtained at www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and the reader should not place undue reliance on the forward-looking statements. Although any forward-looking statements contained in this press release are based upon what management currently believes to be reasonable assumptions, the Company cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. These forward-looking statements are made as of the date of this press release, and, other than as required by law, the Company does not intend, and does not assume any obligation, to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
FOR FURTHER INFORMATION PLEASE CONTACT:
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Contact Information:
Nordex Explosives Ltd.
Chief Executive Officer