Feb. 28, 2013
/PRNewswire/ -- Atlantic Power Corporation (NYSE: AT) (TSX: ATP) (the "Company" or "Atlantic Power") announced today that its Board of Directors (the "Board") has adopted a Shareholder Rights Plan (the "Rights Plan") to encourage the fair treatment of shareholders in connection with any unsolicited take-over bid for the Company's common shares ("Common Shares").
The Rights Plan is designed to provide shareholders and the Board with adequate time to fully consider and evaluate any unsolicited take-over bid and provide the Board with sufficient time to identify, develop and negotiate other alternatives to maximize shareholder value. The Rights Plan is similar to existing shareholder rights plans adopted by other Canadian public companies. The Rights Plan has not been adopted in response to, or in anticipation of, any known take-over bid or proposal to acquire control of the Company.
The Rights Plan has been conditionally accepted by the Toronto Stock Exchange subject to ratification by the Company's shareholders within six months of the Rights Plan's effective date. The Company intends to submit the Rights Plan to shareholders for their consideration at Atlantic Power's next annual meeting. If the Rights Plan is not confirmed by the Company's shareholders, it will terminate and be of no further force or effect.
The Board has implemented the Rights Plan by authorizing the issuance of one right (a "Right") in respect of each Common Share outstanding at the close of business on
March 11, 2013
(the "Record Time") and in respect of each Common Share issued from treasury after the Record Time. The Rights trade with, and are represented by, the Common Shares. Until such time as the Rights separate from the Common Shares, when they become exercisable, Rights certificates will not be distributed to shareholders and no further action is required by shareholders.
If a person, or a group acting jointly or in concert (each, an "Offeror"), acquires beneficial ownership of 20% or more of the then outstanding Common Shares (other than pursuant to an exemption available under the Rights Plan), Rights (other than those held by such Offeror, which will become void) will separate from the Common Shares ("Separation") and permit the holders thereof to purchase additional Common Shares at a substantial discount to the market price of the Common Shares at that time. Pursuant to 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 a Separation under 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, that all shareholders be treated equally and that the bid remain open for acceptance by shareholders for at least 60 days.