CanWest Announces Director Appointment and Adoption of Shareholder Rights Plan.VANCOUVER, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography -- Thornton Donaldson, Chief Executive Officer, is pleased to report the Board of Directors has appointed Roderick Haverslew as a Director of the Company as of March 9. Donaldson notes "Rod brings a substantial amount of industry experience to the board, as well as business acumen acumen Astuteness, perception, perspicacity . Adding Rod to the Board also assists the Company in complying with the Sarbanes Oxley requirement for independent directors as it prepares an application to a senior exchange." Rod Haverslew has served as the Vice President of Exploration for Primary Petroleum Corporation since June 2005, which maintains an office in Calgary, Alberta. He has over 20 years experience exploring for oil and gas in the Canadian Sedimentary basins The term sedimentary basin is used to refer to any geographical feature exhibiting subsidence and consequent infilling by sedimentation. As the sediments are buried, they are subjected to increasing pressure and begin the process of lithification. while working for Husky Oil, Talisman talisman: see amulet. talisman amulet with which Saladin cures Richard the Lion-Hearted. [Br. Lit.: The Talisman] See : Charms and others. CanWest also announced today that its Board of Directors adopted a Shareholder Rights Plan, through the adoption of a Rights Agreement. The Rights Agreement is effective immediately. The Rights Agreement was not adopted in response to any specific effort to acquire control of CanWest. "We are committed to enhancing and preserving long-term shareholder value," said Thornton Donaldson, President of CanWest. "We believe that adopting the Shareholder Rights Plan provides our Board of Directors with the means necessary to effectively evaluate and negotiate alternatives to any coercive co·er·cive adj. Characterized by or inclined to coercion. co·er cive·ly adv. takeover attempts Noun 1. takeover attempt - an attempt to take control of a corporationbear hug - a takeover bid so attractive that the directors of the target company must approve it or risk shareholder protest and is in the best interests of all CanWest Shareholders." In connection with the adoption of the Rights Agreement, the Board of Directors declared a distribution of one Right for each outstanding share of CanWest common stock, payable to shareholders of record at the close of business on March 23, 2006. Initially, the Rights will be represented by CanWest's common stock certificates, will not be traded separately from the common stock and will not be exercisable; however, among other things, in the event that any person acquires beneficial ownership of 20% or more of the outstanding shares of CanWest's common stock, each holder of a Right, other than the acquirer, would be entitled to receive, upon payment of the purchase price, which is initially set at $20 per Right, a number of shares of CanWest common stock having a value equal to two times such purchase price. The Rights are expected to expire on March 9, 2016, or on March 9, 2007 if the Rights Plan is not approved by the CanWest shareholders before that date, in either case subject to unless earlier redemption or exchange in accordance with the terms of the Rights Agreement. The foregoing description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which has been filed with the Securities and Exchange Commission. For more information or to request company updates please visit www.canwestpetroleum.com. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: Except for historical information contained herein, the matters discussed in this press release are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that involve risks and uncertainties, including but not limited to economic, competitive, governmental and technological factors effecting the Company's operations, markets, products and prices and other factors discussed in the Company's various filings with the Securities and Exchange Commission. |
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