Sandvine Corporation has announced that its Board of Directors has approved the adoption of a shareholder rights plan. The Rights Plan has been conditionally approved by the Toronto Stock Exchange, subject to shareholder approval at Sandvine’s annual and special meeting of shareholders on April 5, 2012.
The purpose of the Rights Plan is to ensure that, in the context of a bid for control of Sandvine through an acquisition of the common shares of the Company (the “Shares”), the Board of Directors has sufficient time to consider the bid and assess alternatives for maximizing shareholder value as it considers in its judgment to be in the best interests of the Company. Additionally, the Rights Plan gives shareholders an equal opportunity to participate in such a bid; gives them adequate time to properly assess the bid; and lessens the pressure to tender typically encountered by a securityholder of an issuer that is subject to a bid.
Sandvine’s Board of Directors is not aware of any third party currently considering or preparing any proposal to acquire control of the Company.
Under the Rights Plan, one right has been issued with respect to each of the Shares issued and outstanding as of March 6, 2012. These rights will become exercisable only when a person, including any party related to it, acquires or attempts to acquire 20 percent or more of the outstanding Shares without complying with the “Permitted Bid” provisions of the Rights Plan or without approval of Sandvine’s Board of Directors. Should such an acquisition occur or be announced, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase Shares at a 50 percent discount to the market price at the time.
Under the Rights Plan, a Permitted Bid is a bid made to all holders of the Shares and which is open for acceptance for not less than 60 days. If at the end of 60 days at least 50 percent of the outstanding Shares, other than those owned by the offeror and certain related parties have been tendered, the offeror may take up and pay for the Shares but must extend the bid for a further 10 days to allow other shareholders to tender.
If approved by shareholders, the Rights Plan would be effective immediately and would expire upon the closing of the annual meeting of shareholders in 2015 unless further reconfirmed at or before that meeting. The Rights Plan is similar to others recently adopted by other Canadian companies. A complete copy of the Rights Plan is being filed on SEDAR and posted to sandvine.com.