CALGARY, March 15, 2017 /PRNewswire/ - Horizon North Logistics Inc. ("Horizon North" or the "Corporation") (TSX – HNL) today announced that its board of Directors (the "Board") has amended its shareholder rights plan (the "Rights Plan") pursuant to an amended and restated rights agreement between the Corporation and CST Trust Company, effective immediately.
The substantive amendments to the Rights Plan extend the period of time that a permitted bid and competing permitted bid must remain open, solely to reflect changes to the take-over bid regime adopted by the Canadian Securities Administrators in 2016 (the "CSA Amendments"). In particular, the amendments to the Rights Plan include the following:
- the definition of a "Permitted Bid" in the Rights Plan now requires that a Permitted Bid remain open for a period of 105 days or such shorter minimum period that a take-over bid must remain open for deposits of securities, in the applicable circumstances, under the CSA Amendments;
- the definition of a "Competing Permitted Bid" has also been modified to align with the minimum period such a bid must remain open under the CSA Amendments; and
- certain other amendments of a non-substantive, "housekeeping" nature have been made to the Rights Plan. These amendments ensure that the Rights Plan reflects current practices of listed Canadian corporations, including the definition of "Exempt Acquisition" which has been updated in alignment with such practices.
The terms of the Rights Plan are similar to those in rights plans recently approved by shareholders of other publicly listed Canadian corporations. Horizon North is not aware of any specific take-over bid for the Corporation in process or currently being contemplated.
Consistent with the CSA Amendments, the Rights Plan encourages a potential acquiror to proceed with their bid in accordance with Canadian take-over bid rules, which requires that the bid satisfy certain minimum standards intended to promote fairness, or have the approval of the Board, by:
- protecting against "creeping bids" (the accumulation of more than 20% of the common shares through purchases exempt from Canadian take-over bid rules, such as: (i) purchases from a small group of shareholders under private agreements at a premium to the market price not available to all shareholders, (ii) acquiring control through the slow accumulation of common shares over a stock exchange without paying a control premium, or (iii) through other transactions outside of Canada not subject to Canadian take-over bid rules), and requiring the bid to be made to all shareholders; and
- preventing a potential acquiror from entering into lock-up agreements with existing shareholders prior to launching a take-over bid, except for permitted lock-up agreements as specified in the Rights Plan.
The Rights Plan is designed both to encourage the fair and equal treatment of Horizon North's shareholders in connection with any potential take-over bid and to ensure that Horizon North's shareholders and its Board, in compliance with corporate and securities laws, have sufficient time to consider whether there are other options that would more effectively maximize shareholder value. The Rights Plan is not intended to deter take-over proposals.
The Rights Plan must be ratified by shareholders at Horizon North's next annual meeting, which is currently scheduled for May 4, 2017, failing which it will cease to have effect. Upon ratification by Horizon North shareholders, the Rights Plan will continue until the annual meeting of shareholders held in 2020 and is subject to reconfirmation by shareholders at the third annual meeting held after each confirmation.
At any time prior to the rights becoming exercisable, the Board may waive the operation of the Rights Plan with respect to certain events before they occur. The rights issued under the Rights Plan are attached to and trade with Horizon North's common shares and no separate certificates will be issued unless an event triggering these rights occurs.
A copy of the Rights Plan is available under the Corporation's profile on SEDAR at www.sedar.com.
About Horizon North
Horizon North is a publicly listed corporation (TSX: HNL.TO) providing a full range of industrial, commercial, and residential products and services. Our Industrial division supplies workforce accommodations, camp management services, access solutions, maintenance and utilities. Our Modular Construction division integrates modern design concepts and technology with state of the art, off-site manufacturing processes; producing high quality building solutions for commercial and residential offerings including offices, hotels, and retail buildings, as well as distinctive single detached dwellings and multi-family residential structures. As a result of our diverse product and service offerings, Horizon North is uniquely positioned to meet the needs of our customers in numerous sectors, anywhere in Canada.
This news release contains "forward-looking statements" or "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Horizon North. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "will", "expects", "anticipates" and similar expressions. This press release contains forward-looking statements pertaining to, among other things, the following: statements regarding the upcoming annual meeting of shareholders of the Corporation, the approval of and continuation of the Rights Plan, the operation of the Rights Plan in the event of certain circumstances, and the intended effect of the changes made to the Rights Plan.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Horizon North as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Horizon North used for this news release may prove to be incorrect. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Horizon North and described in the forward-looking statements contained in this news release. Risk factors that could affect Horizon North's operations and financial results are included in Horizon North's annual information form and other documents which may be accessed through the SEDAR website at www.sedar.com.
Although Horizon North believes that the material factors, expectations and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance. Horizon North's actual results may differ materially from those expressed or implied in forward-looking statements and readers should not place undue importance or reliance on the forward-looking statements. Statements including forward-looking statements are made as of the date they are given and, except as required by applicable securities laws, Horizon North disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Horizon North Logistics Inc.