Midlands Minerals Announces Adoption of a Shareholder Rights Planadmin
Midlands Minerals Corporation announce that the Company’s Board of Directors has adopted a shareholder rights plan effective September 30, 2008. The Rights Plan is effective immediately subject to ratification by the Company’s shareholders within six months.
The Rights Plan is designed to provide adequate time for shareholders of Midlands and the Board of Directors to consider and evaluate any unsolicited take-over bid for the Company; to provide the Board of Directors with adequate time to identify, develop, and negotiate alternatives for maximizing shareholder value; to provide shareholders with an equal opportunity to participate in any take-over bid; to encourage the fair treatment of shareholders in the event of any bid for Midlands, and to give shareholders adequate time to make an informed decision about any proposed transaction.
Midlands is not aware of any pending or threatening bid for the Company. The Rights Plan, which has a term of three years, is similar to those adopted by other Canadian publicly listed companies and is consistent with current Canadian corporate practice.
The rights issued under the Rights Plan will become exercisable only if a person, together with his or her affiliates, associates and joint actors acquires or announces the intention to acquire beneficial ownership of Midlands common shares which, when aggregated with current holdings, total 20% or more of Midlands’ outstanding common shares (determined in the manner set out in the Rights Plan), other than a Permitted Bid (as defined in Rights Plan).
A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws, and, among other conditions, must remain open for 60 days and may be taken up only if more than 50% of the shares held by shareholders other than the bidder have been tendered to the take-over bid.
In the event that the take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the Rights will entitle shareholders, other than shareholder making the take-over bid, to purchase additional common shares of Midlands at a substantial discount to the market price of the common shares at that time. For further information on the Rights Plan, please visit www.sedar.com or the Company’s Web Site at www.midlandsminerals.com.