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Actionable news in STKL: SunOpta, Inc.,

ENTRY INTO A MATERIAL DEFINITIVE

Board

) of SunOpta Inc. (the

Company

) adopted a shareholder rights plan (the "

Rights Plan

") effective November 10, 2015. The terms of the Rights Plan are contained in a shareholder rights plan agreement (the "

Rights Plan Agreement

") dated as of November 10, 2015 between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.

The Rights Plan is intended to provide the Board with additional time, in the event of an unsolicited take-over bid, to develop and propose alternatives to the bid and negotiate with the bidder, as well as to ensure equal treatment of shareholders in the context of an acquisition of control made other than by way of an offer to all shareholders, and lessen the pressure on shareholders to tender to a bid. The Rights Plan is not intended to prevent a change of control of the Company to the detriment of shareholders. The Rights Plan has not been adopted in response to, or in anticipation of, any known or anticipated take-over bid or proposal to acquire control of SunOpta.

The Rights Plan became effective on November 10, 2015, and the Toronto Stock Exchange has accepted notice of filing of the Rights Plan on condition that the Rights Plan be ratified by the Companys shareholders within six months of the effective date. The Board approved the Rights Plan on November 10, 2015, authorizing the issue of one Right in respect of each outstanding common share ("

Common Share

") of the Company to holders of record as at 5:30 p.m. (Toronto Time) on November 23, 2015 (the "

Record Time

") and each Common Share issued after the Record Time and prior to the earlier of the Separation Time (as defined below) and the Expiration Time (as defined in the Rights Plan).

The Company entered into the Rights Plan Agreement with American Stock Transfer & Trust Company, LLC, as rights agent, to act in connection with the exercise of the rights (the "

Rights

") issued under the Rights Plan, the issue of certificates evidencing the Rights and other related matters.

The principal terms and conditions of the Rights Plan are summarized below.

Term

The Rights Plan is in effect from and after November 10, 2015 with a record date for the issuance of the Rights of November 23, 2015. The Company intends to submit the Rights Plan for ratification by shareholders at its upcoming 2016 annual and special shareholders' meeting, which will be held not later than six months from November 10, 2015. If the Rights Plan is not ratified by a resolution passed by a majority of the independent shareholders of the Company at a meeting held within six months of the adoption of the Rights Plan, then the Rights Plan and any outstanding Rights will be terminated. If the Rights Plan is ratified by the independent shareholders of the Company, then the Rights Plan and any outstanding Rights will continue in effect until the third annual meeting of shareholders of the Company following the meeting at which the Rights Plan was ratified.

Issue of Rights

The Company will issue one Right in respect of each Common Share to holders of record as at the Record Time. One Right will be issued in respect of each Common Share issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time.

Exercise of Rights

The Rights are not exercisable initially. The Rights will separate from the Common Shares and become exercisable at the close of business on the tenth business day after the earliest of (i) the first public announcement of facts indicating that any person has acquired Beneficial Ownership (as defined in the Rights Plan) of 20% or more of the Common Shares; (ii) the date of commencement of, or first public announcement of the intent of any person to make, a take-over bid that would result in such person Beneficially Owning 20% or more of the Common Shares (other than a Permitted Bid or a Competing Permitted Bid (each as defined in the Rights Plan)); and (iii) the date upon which a Permitted Bid or Competing Permitted Bid ceases to be such, or such later date as the Board may determine (in any such case, the "

Separation Time

").

After the Separation Time, but prior to the occurrence of a Flip-in Event (as defined below), each Right may be exercised to purchase one Common Share at an exercise price per Right (the "

Exercise Price

") equal to five times the market price of the Common Shares as at the Separation Time.

The exercise price payable and the number of securities issuable upon the exercise of the Rights are subject to adjustment from time to time upon the occurrence of certain corporate events affecting the Common Shares.

Flip-in Event

Subject to certain exceptions (as discussed below), upon the acquisition by any person (an "

Acquiring Person

") of Beneficial Ownership of 20% or more of the Common Shares (a "

Flip-in Event

") and following the Separation Time, each Right, other than Rights Beneficially Owned by an Acquiring Person, its affiliates and associates, their respective joint actors and certain transferees, may be exercised to purchase that number of Common Shares which have an aggregate market value equal to two times the Exercise Price of the Rights for an amount in cash equal to the Exercise Price. Rights beneficially owned by an Acquiring Person...


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