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March 26, 2012 /PRNewswire/ - New Gold Inc. ("New Gold") (TSX and NYSE AMEX:NGD) today announces that its board of directors has approved the adoption of a new shareholder rights plan (the "Rights Plan"), effective
Friday, March 23, 2012.
The purpose of the Rights Plan is to provide shareholders and the board of directors with adequate time to consider and evaluate any unsolicited take-over bid made for New Gold's common shares, provide the board of directors with adequate time to identify, develop and negotiate value-enhancing alternatives, and encourage the fair treatment of shareholders in connection with any take-over bid made for New Gold's common shares. The Rights Plan is intended to prevent the acquisition of beneficial ownership of more than 20% of the outstanding common shares of New Gold or the entering into of arrangements or relationships that have a similar effect, without the board having had the opportunity to run a value-enhancing process.
The Rights Plan has been accepted for filing by the TSX, subject to certain conditions, including ratification by New Gold's shareholders at its next annual meeting of shareholders scheduled to be held on
May 2, 2012. If ratified by the shareholders, the Rights Plan will continue in force until the end of New Gold's first annual meeting of shareholders following the third anniversary of the Rights Plan. New Gold is not aware of any specific take-over bid for New Gold that has been made or is contemplated.
In order to implement the Rights Plan, the board of directors has authorized the issuance of the rights to holders of New Gold common shares outstanding as of
April 2, 2012 (the "Record time") at the rate of one right for each common share outstanding. The rights will automatically attach to the common shares outstanding as of the Record time and no further action will be required by shareholders.
Pursuant to the terms of the Rights Plan, any bid that meets certain criteria intended to protect the interests of all shareholders will be deemed to be a "permitted bid" and will not trigger the Rights Plan. These criteria require, among other things, that the bid be made by way of a take-over bid circular to all holders of voting shares other than the offeror under the bid, and remain open for acceptance by shareholders for at least 60 days. In the event a take-over bid does not meet the permitted bid requirements of the Rights Plan, the rights issued under the plan will entitle shareholders, other than any shareholder or shareholders involved in the take-over bid, to purchase additional common shares of New Gold at a significant discount to the market price.