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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cactus Inc | NYSE:WHD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-1.78 | -2.77% | 62.46 | 63.88 | 62.06 | 63.66 | 278,625 | 21:01:36 |
West Hawk Development Corp. (TSX VENTURE:WHD) ("West Hawk" or the "Company") is pleased to announce that the board of directors of the Company (the "Board") has adopted a shareholder rights plan (the "Rights Plan"). The Rights Plan will take effect today, subject to confirmation by the TSX Venture Exchange (the "Exchange") and the Company's shareholders at its annual general meeting to be held on Friday, October 24, 2008 (the "Meeting"). The Rights Plan is based on similar plans that have been adopted by other Canadian public companies to ensure the fair treatment of shareholders in the event of an unsolicited take-over offer for the Company's common shares. It is designed to: (i) encourage persons seeking control of the Company to negotiate with and obtain approval of the Board; (ii) to discourage abusive or inadequate takeover bids for the Company; and (iii) to assist the Board in obtaining the highest price of the Company's shares if the Board determines in good faith that the Company should be sold. The intention is to protect the interests of the Company's shareholders and maximize shareholder values by discouraging unfair or abusive takeover strategies. The rights (the "Rights") proposed to be issued to shareholders under the Rights Plan will entitle the shareholders, upon the occurrence of certain triggering events (including the acquisition of 20% or more of the common shares of the Company in a transaction not approved by the Board) to acquire additional common shares of the Company at a 50% discount from the prevailing market price. The Rights will not, however, be triggered by a "Permitted Bid", which is defined as a bid made to all of the shareholders for all of their common shares in accordance with applicable securities legislation, and subject to other specified conditions, and which is accepted by a majority of independent shareholders. The Rights Plan is not intended to deter fair offers for the common shares of the Company, nor will it have any adverse effects on the Company's ordinary operations. The Board considers that the adoption of the Rights Plan is desirable and in the interests of all of the Company's shareholders. The Board believes the value of the Company's assets is not reflected in the current market price of the Company's shares. The Company has no knowledge of any pending or threatened takeover bids for the Company, and has no reason to believe that any takeover offer for the Company's shares is imminent. However, it is considered that the Company's circumstances are such that it is vulnerable to the kinds of abusive acquisition tactics that the Rights Plan is designed to prevent. In implementing the Rights Plan, the Board has authorized the distribution of one share purchase right for each outstanding common share of the Company to shareholders of record at the close of business on September 29, 2008. The Rights Plan must be ratified by a majority vote of the Company's shareholders at the Meeting. The full text of the Rights Plan will be available on the SEDAR website after the shareholders approve it at the Meeting. The Rights Plan is also subject to acceptance by the Exchange. The Rights will not be exercisable and will not trade separate and apart from the common shares at any time prior to a person or group acquiring, or announcing an intention to acquire, 20% or more of the votes attaching to all securities of the Company. The issuance of the Rights will have no tax consequences for the Company's shareholders. On behalf of the Board of Directors, Wm. Mark Hart, President and Chief Executive Officer
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