VANCOUVER, Nov. 26 /PRNewswire-FirstCall/ -- VendTek Systems Inc. (TSX-V: VSI) ("VendTek" or the "Company") today announced that its board of directors (the "Board") has adopted, subject to the TSX Venture Exchange acceptance, a shareholder rights plan (the "Plan").
The Plan is designed to provide adequate time for VendTek's shareholders and its Board to consider and evaluate any unsolicited take-over bid for the Company, to provide the Board adequate time to identify, develop and negotiate alternatives for maximizing shareholder value, to provide shareholders with an equal opportunity to participate in any take-over bid, to encourage the fair treatment of shareholders in the event of any bid for the Company and to ensure that any proposed transaction is in the best interests of VendTek's shareholders. The Plan is not being proposed in response to, or in contemplation of, any specific take-over bid for VendTek, and is not intended to, and will not, hinder full and fair offers for control of the Company that are made to all shareholders.
Martin Parent, Chairman of the Board, commented, "The board of directors has implemented this plan to ensure that the interests of all shareholders are served in a fair and equitable manner in the event of an unsolicited take-over bid for control of the Company. The Company remains focused on the creation of long-term, sustainable shareholder value through a combination of continued revenue growth and improved operating margins and asset realization and believes that the implementation of a shareholder rights plan is an important step in the value creation process."
To implement the Plan, the Board has authorized the issuance of one right (a "Right") in respect of each common share of the Company (a "Common Share") outstanding at the close of business on November 26, 2008 (the "Record Time"), as well as one Right in respect of each Common Share issued after the Record Time. Initially, the Rights will attach to, trade with and be represented by Common Share certificates, including certificates issued prior to the Record Time. Until such time as the Rights separate from the Common Shares and become exercisable, the Right certificates will not be distributed to shareholders.
The Plan is similar to shareholder rights plans adopted by a number of other Canadian public companies. The Plan is not intended to block take-over bids and allows persons seeking control of the Company to make take-over bids within the "permitted bid" provisions of the Plan whereby, among other things: all shareholders are entitled to participate, the bid remains open for an initial period of at least 60 days and more than 50% of the Common Shares held by shareholders not involved in the bid (the "Independent Shareholders") are tendered and not withdrawn during this period. Generally, if a take-over bid does not meet the permitted bid provisions of the Plan and an unsolicited bidder acquires or announces the intention to acquire beneficial ownership of Common Shares, which when aggregated with the person's then current holdings, total 20% or more of the outstanding Common Shares, the Rights issued under the Plan will become exercisable. The Rights will entitle the Independent Shareholders to acquire Common Shares at a 50% discount to the then prevailing market price of the Common Shares.
Although the Plan is effective immediately, VendTek intends to submit the Plan to shareholders for confirmation at the Company's next annual general meeting expected to be held in April 2009. If the Plan is not confirmed by shareholders, the Plan and all outstanding Rights will terminate and be void and have no further force and effect.
About VendTek
VendTek develops and licenses automated transaction system software and supporting technologies that improve the efficiency of product delivery, reduce costs to clients and offer superior safety measures. VendTek's customers, its division, Now Prepay and its subsidiaries are using e-Fresh(TM) software to build electronic, prepaid services networks, which enable consumers to purchase prepaid services via POS and self-serve terminals connected to a central e-Fresh(TM) server. This system creates significant value through improved efficiencies compared to the traditional distribution paradigm. e-Fresh(TM) reduces shrinkage and inventory requirements while improving consumer access to prepaid services by completely eliminating physical cards and vouchers. For further information please visit the Company's websites http://www.vendteksystems.com/ and http://www.nowprepay.com/.
Forward-Looking Information
This news release contains forward-looking information within the meaning of the British Columbia Securities Act and comparable legislation in other jurisdictions, relating, but not limited to VendTek's expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance.
Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. VendTek does not undertake any obligation to update publicly or otherwise revise any information, including any forward-looking information, whether as a result of new information, future events or other factors that affect this information, except as required by law.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
