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November 26, 2008 - VendTek Systems Inc. (TSX-V:
VSI) ("VendTek" or the "Company")
today announced that its board of directors (the "Board")
has adopted, subject to the TSX Venture Exchange acceptance,
a shareholder rights plan (the "Plan").
The Plan is designed to provide adequate time for VendTek's
shareholders and its Board to consider and evaluate
any unsolicited take-over bid for the Company, to provide
the Board adequate time to identify, develop and negotiate
alternatives for maximizing shareholder value, to provide
shareholders with an equal opportunity to participate
in any take-over bid, to encourage the fair treatment
of shareholders in the event of any bid for the Company
and to ensure that any proposed transaction is in the
best interests of VendTek's shareholders. The Plan is
not being proposed in response to, or in contemplation
of, any specific take over bid for VendTek, and is not
intended to, and will not, hinder full and fair offers
for control of the Company that are made to all shareholders.
Martin Parent, Chairman of the Board, commented, "The
board of directors has implemented this plan to ensure
that the interests of all shareholders are served in
a fair and equitable manner in the event of an unsolicited
take-over bid for control of the Company. The Company
remains focused on the creation of long-term, sustainable
shareholder value through a combination of continued
revenue growth and improved operating margins and asset
realization and believes that the implementation of
a shareholder rights plan is an important step in the
value creation process."
To implement the Plan, the Board has authorized the
issuance of one right (a "Right") in respect
of each common share of the Company (a "Common
Share") outstanding at the close of business on
November 26, 2008 (the "Record Time"), as
well as one Right in respect of each Common Share issued
after the Record Time. Initially, the Rights will attach
to, trade with and be represented by Common Share certificates,
including certificates issued prior to the Record Time.
Until such time as the Rights separate from the Common
Shares and become exercisable, the Right certificates
will not be distributed to shareholders.
The Plan is similar to shareholder rights plans adopted
by a number of other Canadian public companies. The
Plan is not intended to block take-over bids and allows
persons seeking control of the Company to make take-over
bids within the "permitted bid" provisions
of the Plan whereby, among other things: all shareholders
are entitled to participate, the bid remains open for
an initial period of at least 60 days and more than
50% of the Common Shares held by shareholders not involved
in the bid (the "Independent
Shareholders") are tendered and not withdrawn during
this period. Generally, if a take-over bid does not
meet the permitted bid provisions of the Plan and an
unsolicited bidder acquires or announces the intention
to acquire beneficial ownership of Common Shares, which
when aggregated with the person's then current holdings,
total 20% or more of the outstanding Common Shares,
the Rights issued under the Plan will become exercisable.
The Rights will entitle the Independent Shareholders
to acquire Common Shares at a 50% discount to the then
prevailing market price of the Common Shares.
Although the Plan is effective immediately, VendTek
intends to submit the Plan to shareholders for confirmation
at the Company's next annual general meeting expected
to be held in April 2009. If the Plan is not confirmed
by shareholders, the Plan and all outstanding Rights
will terminate and be void and have no further force
and effect.
For further information, please contact Samantha Haynes
at 604-805-4653 or 1-800-806-4958 or shaynes@vendteksys.com
About VendTek
VendTek develops and licenses automated transaction
system software and supporting technologies that improve
the efficiency of product delivery, reduce costs to
clients and offer superior safety measures. VendTek's
customers and its division, Now Prepay, and its subsidiaries
are using e-Fresh™ software to build electronic,
prepaid services networks, which enable consumers to
purchase prepaid services via POS and self-serve terminals
connected to a central e-Fresh™ server. This system
creates significant value through improved efficiencies
compared to the traditional distribution paradigm. e-Fresh™
reduces shrinkage and inventory requirements while improving
consumer access to prepaid services by completely eliminating
physical cards and vouchers. For further information
please visit the Company's websites www.vendteksys.com
and www.nowprepay.com.
Forward-Looking Information
This news release contains forward-looking information
within the meaning of the British Columbia Securities
Act and comparable legislation in other jurisdictions,
relating, but not limited to VendTek's expectations,
intentions, plans and beliefs. Forward-looking information
can often be identified by forward-looking or similar
words suggesting future outcomes, or other expectations,
beliefs, plans, objectives, assumptions, intentions
or statements about future events or performance.
Readers are cautioned not to place undue reliance on
forward-looking information. By its nature, forward-looking
information involves numerous assumptions, known and
unknown risks and uncertainties, of both a general and
specific nature, that could cause actual results to
differ materially from those suggested by the forward-looking
information or contribute to the possibility that predictions,
forecasts or projections will prove to be materially
inaccurate. VendTek does not undertake any obligation
to update publicly or otherwise revise any information,
including any forward-looking information, whether as
a result of new information, future events or other
factors that affect this information, except as required
by law.
The TSX Venture Exchange does not accept responsibility
for the adequacy or accuracy of this release.
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