Board
) of SunOpta Inc. (the
Company
) adopted a shareholder rights plan (the "
Rights Plan
") effective November 10, 2015. The terms of the Rights Plan are
contained in a shareholder rights plan agreement (the "
Rights Plan Agreement
") dated as of November 10, 2015 between the Company and
American Stock Transfer & Trust Company, LLC, as rights
agent.
The Rights Plan is intended to provide the Board with additional
time, in the event of an unsolicited take-over bid, to develop and
propose alternatives to the bid and negotiate with the bidder, as
well as to ensure equal treatment of shareholders in the context of
an acquisition of control made other than by way of an offer to all
shareholders, and lessen the pressure on shareholders to tender to
a bid. The Rights Plan is not intended to prevent a change of
control of the Company to the detriment of shareholders. The Rights
Plan has not been adopted in response to, or in anticipation of,
any known or anticipated take-over bid or proposal to acquire
control of SunOpta.
The Rights Plan became effective on November 10, 2015, and the
Toronto Stock Exchange has accepted notice of filing of the Rights
Plan on condition that the Rights Plan be ratified by the Companys
shareholders within six months of the effective date. The Board
approved the Rights Plan on November 10, 2015, authorizing the
issue of one Right in respect of each outstanding common share
("
Common Share
") of the Company to holders of record as at 5:30 p.m. (Toronto
Time) on November 23, 2015 (the "
Record Time
") and each Common Share issued after the Record Time and prior
to the earlier of the Separation Time (as defined below) and the
Expiration Time (as defined in the Rights Plan).
The Company entered into the Rights Plan Agreement with American
Stock Transfer & Trust Company, LLC, as rights agent, to act in
connection with the exercise of the rights (the "
Rights
") issued under the Rights Plan, the issue of certificates
evidencing the Rights and other related matters.
The principal terms and conditions of the Rights Plan are
summarized below.
Term
The Rights Plan is in effect from and after November 10, 2015
with a record date for the issuance of the Rights of November 23,
2015. The Company intends to submit the Rights Plan for
ratification by shareholders at its upcoming 2016 annual and
special shareholders' meeting, which will be held not later than
six months from November 10, 2015. If the Rights Plan is not
ratified by a resolution passed by a majority of the independent
shareholders of the Company at a meeting held within six months of
the adoption of the Rights Plan, then the Rights Plan and any
outstanding Rights will be terminated. If the Rights Plan is
ratified by the independent shareholders of the Company, then the
Rights Plan and any outstanding Rights will continue in effect
until the third annual meeting of shareholders of the Company
following the meeting at which the Rights Plan was ratified.
Issue of Rights
The Company will issue one Right in respect of each Common Share
to holders of record as at the Record Time. One Right will be
issued in respect of each Common Share issued after the Record Time
and prior to the earlier of the Separation Time and the Expiration
Time.
Exercise of Rights
The Rights are not exercisable initially. The Rights will
separate from the Common Shares and become exercisable at the close
of business on the tenth business day after the earliest of (i) the
first public announcement of facts indicating that any person has
acquired Beneficial Ownership (as defined in the Rights Plan) of
20% or more of the Common Shares; (ii) the date of commencement of,
or first public announcement of the intent of any person to make, a
take-over bid that would result in such person Beneficially Owning
20% or more of the Common Shares (other than a Permitted Bid or a
Competing Permitted Bid (each as defined in the Rights Plan)); and
(iii) the date upon which a Permitted Bid or Competing Permitted
Bid ceases to be such, or such later date as the Board may
determine (in any such case, the "
Separation Time
").
After the Separation Time, but prior to the occurrence of a
Flip-in Event (as defined below), each Right may be exercised to
purchase one Common Share at an exercise price per Right (the "
Exercise Price
") equal to five times the market price of the Common Shares as
at the Separation Time.
The exercise price payable and the number of securities issuable
upon the exercise of the Rights are subject to adjustment from time
to time upon the occurrence of certain corporate events affecting
the Common Shares.
Flip-in Event
Subject to certain exceptions (as discussed below), upon the
acquisition by any person (an "
Acquiring Person
") of Beneficial Ownership of 20% or more of the Common Shares
(a "
Flip-in Event
") and following the Separation Time, each Right, other than
Rights Beneficially Owned by an Acquiring Person, its affiliates
and associates, their respective joint actors and certain
transferees, may be exercised to purchase that number of Common
Shares which have an aggregate market value equal to two times the
Exercise Price of the Rights for an amount in cash equal to the
Exercise Price. Rights beneficially owned by an Acquiring
Person...
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