Toreador Adopts Short-Term Shareholder Rights Plan
June 20 2011 - 9:00AM
Business Wire
Regulatory News:
Toreador Resources Corporation (NASDAQ:TRGL) (Paris:TOR) today
announced that its Board of Directors has adopted a Shareholder
Rights Plan (the “Rights Plan”) that expires by its terms on
December 31, 2011.
The Rights Plan is intended to ensure that all of the Company’s
shareholders are treated fairly at a time when the Company’s shares
are trading at a 52-week low and to protect against any person or
group seeking to gain control of the Company by open market
accumulation or other opportunistic tactics without paying full and
fair value to all shareholders. The Rights Plan was not adopted in
response to any current hostile takeover attempt.
The Rights Plan will be implemented by the Company by means of a
distribution on June 30, 2011 of one right for each share of the
Company’s common stock then outstanding. The Rights are attached to
the common stock of the Company and will not be evidenced by
separate certificates, unless they become exercisable upon a
triggering event. Under the terms of the Rights Plan, a right will
become exercisable upon a person, including any party related to
it, acquiring beneficial ownership of 10% or more of the
outstanding shares of common stock. If the rights become
exercisable, all rights holders (other than the person or group
triggering the rights) will be entitled to purchase Company’s
common stock at a discount. Rights held by the person or group
triggering the rights will become void and will not be exercisable.
Certain synthetic interests in the Company’s common stock created
by derivative positions — whether or not such interests are
considered to be beneficial ownership of shares of common stock or
are reportable for purposes of Regulation 13D of the Securities
Exchange Act — are treated as beneficial ownership of the number of
shares of the Company’s common stock equivalent to the economic
exposure created by the derivative position.
Adam Kroloff, Chairman of the Board said, “The Board adopted the
Rights Plan, which expires at the end of 2011, to protect the
interests of shareholders. The Rights Plan does not prevent the
Board from considering or accepting an offer to acquire Toreador if
the Board believes such action is in the best interests of the
Company and its shareholders. It does, however, assure that all of
the Company’s shareholders receive fair and equal treatment in the
event of any proposed takeover of the Company and guards against
undervalued hostile transactions, partial tender offers, open
market accumulations, and other abusive tactics that are designed
to gain control of Toreador without paying all shareholders an
appropriate control premium.”
Additional details about the rights plan will be contained in a
Form 8-K being filed by the Company with the U.S. Securities and
Exchange Commission. The 8-K will be available by selecting the
following link on the website of the Company:
http://phx.corporate-ir.net/phoenix.zhtml?c=68298&p=irol-sec
ABOUT TOREADOR
Toreador Resources Corporation is an independent international
energy company engaged in the acquisition, development, exploration
and production of crude oil. The company holds interests in
developed and undeveloped oil properties in France. The company’s
website, www.toreador.net, provides more information about
Toreador.
Safe-Harbor Statement – Except for the historical information
contained herein, the matters set forth in this news release are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Toreador intends that
all such statements be subject to the "safe-harbor" provisions of
those Acts. Many important risks, factors and conditions may cause
Toreador's actual results to differ materially from those discussed
in any such forward-looking statement. These risks include, but are
not limited to, estimates of reserves, estimates of production,
future commodity prices, exchange rates, interest rates, geological
and political risks, drilling risks, product demand, transportation
restrictions, actual recoveries of insurance proceeds, the ability
of Toreador to obtain additional capital, and other risks and
uncertainties described in the company's filings with the
Securities and Exchange Commission. The historical results achieved
by Toreador are not necessarily indicative of its future prospects.
The company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
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