An anonymous director reports
SIRONA BIOCHEM ADOPTS SHAREHOLDER RIGHTS PLAN
Sirona Biochem Corp.'s board of directors has approved the adoption of a shareholder rights plan. The rights plan is subject to acceptance by the TSX Venture Exchange and ratification by Sirona's shareholders within six months. If the shareholders do not ratify the rights plan at the AGM, the rights plan and all the rights outstanding at the time will terminate.
The rights plan, also commonly referred to as a poison pill, is designed to ensure that, in the context of a bid for control of the company through an acquisition of shares, all shareholders have an equal opportunity to participate in, and adequate time to assess, the bid. The rights plan is not intended to prevent takeover bids that treat shareholders equally and offer fair value. The rights plan expressly permits certain takeover bids, referred to as permitted bids, that meet basic requirements intended to protect the interests of shareholders.
Under the terms of the rights plan, one right will be issued by the company for each outstanding share. The rights become exercisable only if a person acquires 20 per cent or more of the shares of the company without complying with the permitted bid provisions of the rights plan or without the approval of the company's board of directors. Once exercisable, the rights entitle holders (other than such acquiring person, its affiliates, associates and joint actors) to purchase shares of the company at a substantial discount to the prevailing market price at the time that the rights become exercisable.
The rights plan was not adopted in response to any specific takeover bid for the company that has been made or that the company is aware of. The rights plan is similar to plans adopted by other Canadian companies. The rights plan also addresses concerns that a person may acquire control of Sirona through market purchases of shares, known as a creeping bid, without paying fair value for a control position or sharing a control premium equally among all shareholders.
A copy of the rights plan will be filed on SEDAR following the approval of shareholders and the acceptance by the TSX-V.
About Sirona Biochem Corp.
Sirona Biochem is a cosmetic ingredient and drug discovery company with a proprietary platform technology.
We seek Safe Harbor.
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