The Rights Plan is designed to ensure the fair and equal treatment of shareholders in connection with any take-over bid for outstanding common shares of Candente. The Rights Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board with adequate time to fully assess an unsolicited take-over bid, to allow competing bids to emerge, and, if applicable, to explore other alternatives to the take-over bid to maximize shareholder value.
The Rights Plan is not intended to prevent or deter take-over bids that offer fair treatment and value to shareholders, but is designed to encourage offers that represent fair value to all shareholders.
Under the terms of the Rights Plan, one right will be issued by Candente for each outstanding Candente common share at the close of business today and for each Candente common share issued in future (subject to the terms of the Rights Plan). The rights issued under the Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the "Permitted Bid" provisions of the Rights Plan or without the approval of Candente's Board of Directors.
Permitted Bids must be made to all holders of Candente's common shares by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other things, must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
If a take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the rights will entitle shareholders, excluding the shareholder or shareholders making the take-over bid, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.
Candente is not adopting a Rights Plan in response to any proposal to acquire control of the Company. The Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders.
Although effective as of today, the Rights Plan is subject to approval by the Toronto Stock Exchange and will be presented for ratification by the shareholders at a General Meeting to be announced. If ratified by the shareholders, the Rights Plan will have an initial term of 3 years.
Candente is a diversified exploration company with copper, gold, silver, and zinc projects in Peru and Mexico. Candente subscribes to principles, which ensure that its exploration and development activities are beneficial to the local communities.
Joanne Freeze, P. Geo.
President & CEO
Release No. 176
For further information please contact:
Kelly Gray or Evelyn Cox
(604) 689-1957 or toll free 1-877-689-1964
E-mail: info@candente.com
www.candente.com
This News Release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Candente relies upon litigation protection for forward-looking statements.