Canadian Airlines Announces Adoption of Shareholder Rights Plan.CALGARY, ALBERTA--(BUSINESS WIRE)--Feb. 25, 1998--Canadian Airlines Co(TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :CA) (Alberta Stock Exchange Alberta Stock Exchange See Canadian Venture Exchange (CDNX). :CA) (VSE See DOS/VSE. VSE - Virtual Storage Extended :CA) Canadian Airlines Canadian Airlines International Ltd. was, from 1987 until 2001, Canada's second largest airline after Air Canada, carrying more than 11.9 million passengers to over 160 destinations in 17 countries on five continents at its height in 1996. Corporation announced today that its Board of Directors has adopted a Shareholder Rights Plan designed to encourage the fair treatment of shareholders if there were to be an unsolicited un·so·lic·it·ed adj. Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions. unsolicited Adjective takeover bid Noun 1. takeover bid - an offer to buy shares in order to take over the company two-tier bid - a takeover bid where the acquirer offers to pay more for the shares needed to gain control than for the remaining shares for the Company's common and non-voting shares. The Shareholder Rights Plan was adopted in anticipation of proposed amendments to the Canadian Airlines Corporation Act (Alberta) which will remove the existing 10 percent ownership restriction on the Company's common shares. The Company remains subject to the provisions of the Canada Transportation Act which restrict non-Canadians from owning more than 25 perent of the Company's common shares. The Plan is effective immediately, is subject to regulatory approval and will be submitted to shareholders for approval at the annual meeting to be held on May 6,1998. The Plan allows a potential bidder to make a "permitted bid" directly to all shareholders without prior Board approval where such bid remains open for a minimum of 60 days. If, at the end of this 60 day period, more than 50 percent of the Company's common shares and non-voting shares have been tendered by independent shareholders, a further 10 business day extension must be granted to allow any shareholders who have not yet tendered, the opportunity to tender their shares. Should any party acquire common shares and/or non-voting shares representing 20 percent or more of the Company's outstanding common shares other than by making a "permitted bid" or without Board approval, the Plan will be triggered permitting holders of common shares and non-voting shares the opportunity to acquire additional shares at a significant discount and resulting in substantial dilution Dilution A reduction in earnings per share of common stock that occurs through the issuance of additional shares or the conversion of convertible securities. Notes: Adding to the number of shares outstanding reduces the value of holdings of existing shareholders. to the acquiring person. The Plan was not implemented in response to any proposals, inquiries or expressions of interest received from any third party and the Company is not aware of any third party which is currently considering or preparing any proposal to acquire control of Canadian Airlines Corporation. CONTACT: Canadian Airlines Corporation Jeff Angel, or Canadian Airlines Corporation France Poulin, 514/364-7759 514/749-3580 (Pager 1. (hardware, communications) pager - (Or "beeper", "bleeper" (UK?)) A small wireless receiver that, when triggered (generally via phone), will beep or vibrate (un)pleasantly. ) |
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