Atlas Engineered Announces Adoption of Shareholder Rights Plan

NANAIMO, BC, Sept. 27, 2023 /CNW/ - Atlas Engineered Products ("AEP" or the "Company") (TSXV: AEP) (OTC Markets: APEUF) announced today that its Board of Directors has approved the adoption of a shareholder rights plan (the "Plan"), effective September 26, 2023 (the "Effective Date"). 

The adoption of the Plan is intended to ensure, to the extent possible, that all shareholders of the Company are treated fairly and equally in connection with any unsolicited take-over bid or other acquisition of control of or a significant interest in the Company and to protect against acquisitions of control of the Company through purchases of common shares of the Company (the "Common Shares") that are exempt from applicable Canadian take-over bid rules, also referred to as "creeping" take-over bids. The Plan will also ensure the Board is provided with adequate time to consider and evaluate take-over bids and other acquisitions and, if appropriate, identify, develop and negotiate any value-enhancing alternatives.  The Plan has not been adopted in response to any pending or threatened take-over bid, and the  Company is not aware of any such efforts.  The Plan is similar to rights plans adopted by other Canadian companies and ratified by their shareholders.

Under the provisions of the Plan, one right (a "Right") was issued and attached to each Common Share outstanding as of Effective Date, and one Right will be attached to each future Common Share issued after the Effective Date. The issuance of the Rights will not change the manner which shareholders trade their Common Shares, and the Rights will automatically attach to the Common Shares with no further action required by shareholders. The Rights will only become exercisable if a person (an "Acquiring Person"), together with certain parties related to such person, becomes the beneficial owner of 20% or more of the outstanding voting securities of the Company without complying with the "permitted bid" provisions of the Plan or otherwise as part of acquisitions exempt from the provisions of the Plan. Upon a person becoming an Acquiring Person, holders of Rights (other than the Acquiring Person and certain parties related to the Acquiring Person) will be entitled to exercise their Rights to purchase Common Shares at a substantial discount to the then market price for the Common Shares.

The provisions of the Plan are governed by a shareholder rights plan agreement between the Company and Computershare Trust Company of Canada as rights agent, dated as of the Effective Date (the "Plan Agreement").  The Plan has been conditionally approved by the TSX Venture Exchange and is effective immediately, but subject to ratification by the Company's shareholders within six months of its adoption.  The Company will be seeking shareholder ratification of the Plan at its annual and special meeting of its shareholders scheduled to be held on November 2, 2023 (the "Meeting").  A summary of the principal terms and conditions of the Plan will be set out in the Company's management information circular to be mailed to shareholders prior to the Meeting. A copy of the Plan Agreement will be filed on SEDAR. 

About Atlas Engineered Products Ltd.

AEP is a growth company that is acquiring and operating profitable, well-established operations in Canada's truss and engineered products industry. We have a well-defined and disciplined acquisition and operating growth strategy enabling us to scale aggressively and apply new technologies, giving us a unique opportunity to consolidate a fragmented industry of independent operators.

FORWARD LOOKING INFORMATION

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Although AEP believes that the expectations reflected in the forward looking statements are reasonable, there is no assurance that such expectations will prove to be correct, or that such future events will occur in the disclosed time frames or at all.  AEP cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond AEP's control. Such factors include, among other things: Risks and uncertainties relating to AEP, including those to be described in the Management's Discussion and Analysis ("MD&A") for AEP's three months ended June 30, 2023. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, AEP undertakes no obligation to publicly update or revise forward-looking information.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

SOURCE Atlas Engineered Products Ltd.

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