NANAIMO,
BC, Sept. 27, 2023 /CNW/ - Atlas
Engineered Products ("AEP" or the "Company") (TSXV: AEP) (OTC
Markets: APEUF) announced today that its Board of Directors has
approved the adoption of a shareholder rights plan (the
"Plan"), effective September 26,
2023 (the "Effective Date").
The adoption of the Plan is intended to ensure, to the extent
possible, that all shareholders of the Company are treated fairly
and equally in connection with any unsolicited take-over bid or
other acquisition of control of or a significant interest in the
Company and to protect against acquisitions of control of the
Company through purchases of common shares of the Company (the
"Common Shares") that are exempt from applicable Canadian
take-over bid rules, also referred to as "creeping" take-over bids.
The Plan will also ensure the Board is provided with adequate time
to consider and evaluate take-over bids and other acquisitions and,
if appropriate, identify, develop and negotiate any value-enhancing
alternatives. The Plan has not been adopted in response to
any pending or threatened take-over bid, and the Company is
not aware of any such efforts. The Plan is similar to rights
plans adopted by other Canadian companies and ratified by their
shareholders.
Under the provisions of the Plan, one right (a "Right")
was issued and attached to each Common Share outstanding as of
Effective Date, and one Right will be attached to each future
Common Share issued after the Effective Date. The issuance of the
Rights will not change the manner which shareholders trade their
Common Shares, and the Rights will automatically attach to the
Common Shares with no further action required by shareholders. The
Rights will only become exercisable if a person (an "Acquiring
Person"), together with certain parties related to such person,
becomes the beneficial owner of 20% or more of the outstanding
voting securities of the Company without complying with the
"permitted bid" provisions of the Plan or otherwise as part of
acquisitions exempt from the provisions of the Plan. Upon a person
becoming an Acquiring Person, holders of Rights (other than the
Acquiring Person and certain parties related to the Acquiring
Person) will be entitled to exercise their Rights to purchase
Common Shares at a substantial discount to the then market price
for the Common Shares.
The provisions of the Plan are governed by a shareholder rights
plan agreement between the Company and Computershare Trust Company
of Canada as rights agent, dated
as of the Effective Date (the "Plan Agreement"). The
Plan has been conditionally approved by the TSX Venture Exchange
and is effective immediately, but subject to ratification by the
Company's shareholders within six months of its adoption. The
Company will be seeking shareholder ratification of the Plan at its
annual and special meeting of its shareholders scheduled to be held
on November 2, 2023 (the
"Meeting"). A summary of the principal terms and
conditions of the Plan will be set out in the Company's management
information circular to be mailed to shareholders prior to the
Meeting. A copy of the Plan Agreement will be filed on
SEDAR.
About Atlas Engineered Products
Ltd.
AEP is a growth company that is acquiring and operating
profitable, well-established operations in Canada's truss and engineered products
industry. We have a well-defined and disciplined acquisition and
operating growth strategy enabling us to scale aggressively and
apply new technologies, giving us a unique opportunity to
consolidate a fragmented industry of independent operators.
FORWARD LOOKING
INFORMATION
Information set forth in this news release contains
forward-looking statements. These statements reflect management's
current estimates, beliefs, intentions and expectations; they are
not guarantees of future performance. Although AEP believes that
the expectations reflected in the forward looking statements are
reasonable, there is no assurance that such expectations will prove
to be correct, or that such future events will occur in the
disclosed time frames or at all. AEP cautions that all
forward looking statements are inherently uncertain and that actual
performance may be affected by a number of material factors, many
of which are beyond AEP's control. Such factors include, among
other things: Risks and uncertainties relating to AEP,
including those to be described in the Management's Discussion and
Analysis ("MD&A") for AEP's three months ended June 30, 2023. Accordingly, actual and future
events, conditions and results may differ materially from the
estimates, beliefs, intentions and expectations expressed or
implied in the forward-looking information. Except as required
under applicable securities legislation, AEP undertakes no
obligation to publicly update or revise forward-looking
information.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
SOURCE Atlas Engineered Products Ltd.