Counsel Corporation: Amaranth To Appeal Dismissal Of Lawsuit.Business Editors TORONTO--(BUSINESS WIRE)--Oct. 31, 2003 Counsel Corporation (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :CXS CXS Coherent X-Ray Scattering / NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CXSN) announced today that it has been served with a notice of appeal by Amaranth amaranth (ăm`ərănth') [Gr.,=unfading], common name for the Amaranthaceae (also commonly known as the pigweed family), a family of herbs, trees, and vines of warm regions, especially in the Americas and Africa. L.L.C. of the dismissal of the lawsuit filed by Amaranth against Counsel. The Ontario Superior Court of Justice The Superior Court of Justice for Ontario, Canada is the successor to the former Ontario Court of Justice (General Division), and was created on April 19 1999. Its predecessor, the Ontario Court (General Division) was the result of the 1990 merger and discontinuance of the previous dismissed the lawsuit on October 28, 2003. The lawsuit sought to have the Court restrain Counsel from exercising the share payment option on the maturity of its 6% convertible unsecured subordinated debentures subordinated debenture An unsecured bond with a claim to assets that is subordinate to all existing and future debt. Thus, in the event that the issuer encounters financial difficulties and must be liquidated, all other claims must be satisfied before (the "Debentures") due on October 31, 2003. The lawsuit was dismissed because the Court determined that Amaranth did not have status to seek legal relief on its own behalf or on behalf of the entire class of Debentureholders. As a result, Counsel was entitled to exercise the share payment option under the Debenture Trust Indenture as announced on September 9, 2003. Under the share payment option, Debentureholders are receiving 690 common shares of Counsel for each US$1,000 of Debentures. Allan Silber, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Counsel Corporation, said, "We were very pleased with the Court's decision that Amaranth had no status to bring their lawsuit. We continue to believe that Amaranth's allegations are completely without merit. Amaranth has admitted to engaging in massive short sales of Counsel's common shares in early September (at a time that Amaranth believed would be the pricing period under the share payment option). We believe this short selling Short Selling The selling of a security that the seller does not own, or any sale that is completed by the delivery of a security borrowed by the seller. Short sellers assume that they will be able to buy the stock at a lower amount than the price at which they sold short. was responsible for the sudden and artificial decline in the Company's share price during this time period. The short selling effectively ceased when Counsel exercised the share payment option." Added Mr. Silber, "Counsel's decision to exercise the share payment option, in the face of unprecedented short selling by Amaranth and its associates, was fair to Debentureholders and in the best interests of all shareholders." About Counsel Corporation Headquartered in Toronto, Ontario, Counsel Corporation (TSX:CXS / NASDAQ:CXSN) is a diversified company diversified company A company engaged in varied business operations not directly related to one another. A diversified company is less likely to suffer either a collapse or a spectacular gain in earnings compared with a firm concentrating its operations in a focused on acquiring and building businesses using its financial and operational expertise in two specific sectors: communications and real estate. Counsel's communications platform is focused on building upon its existing communications businesses through organic growth and by acquiring substantial additional customer revenues. Counsel's real estate platform has a focused strategy of investing in and developing income producing commercial properties, primarily retail shopping centres. FORWARD-LOOKING STATEMENTS The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Counsel Corporation's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which they currently operate, but because of the factors herein listed, as well as other factors beyond their control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in the Companies' securities and other regulatory filings. |
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