Quebec City, Canada, October 25, 2011 – TSO3 Inc. (“TSO3” or the “Corporation”) (TSX: TOS) an innovator in low temperature sterile reprocessing solutions for medical devices in healthcare settings, announced today that the Board of Directors of the Corporation has adopted a shareholder rights plan agreement (the “Plan”) designed to foster fair treatment of all shareholders in connection with any potential take-over bid for TSO3. The Plan has been adopted as a result of the current softness in the Corporation’s share price due to general market conditions, which could lead to unsolicited offers at unfavorable conditions. While the Plan becomes effective immediately, it requires shareholder ratification within six months of its adoption. TSO3 will seek shareholder ratification of the Plan at the next annual shareholder Meeting scheduled to be held on April 25, 2012. If the Plan is not ratified as such by the shareholders, it will be void and of no further force and effect. A summary of the principal terms of the Plan will be described in the management proxy circular to be sent to all shareholders prior to the meeting.
The Plan has been designed to give the Board and shareholders more time to fully consider any take-over bid, should one surface, and to provide the Board with more time to pursue, if appropriate, other alternatives to maximize shareholder value. Under the terms of the Plan, one right (a “Right”) has been issued and attached to each voting share (a “Share”) of TSO3 issued and outstanding as of the close of business on October 24, 2011; one Right will also be issued and attached to each Share subsequently issued. These Rights would become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the outstanding Shares of TSO3, without complying with the “Permitted Bid” provisions of the Plan or, in certain cases, without the approval of the Board.
To qualify as a “Permitted Bid” under the Plan, a bid must, among other things: (a) be made to all holders of Shares of TSO3; (b) provide that the Shares tendered will be taken up or paid for on a closing date which is not less than 60 days from the date of the bid and more than 50% of the Shares, other than those owned by the bidder and any related persons, were tendered and not withdrawn on that date; (c) Shares tendered may be withdrawn by their holder at any time prior to closing; (d) provide that on the date where the Shares could be taken up and paid for, if more than 50% of the Shares held by holders independent from the bidder and any related persons were tendered, the bidder must disclose such fact in an announcement and the bid must remain open for another 10 days.
Following the occurrence of an event which triggers the right to exercise the Rights and subject to the terms and conditions of the Plan, each Right would entitle the holders thereof, other than the acquiring person or any related persons, to exercise their Rights and purchase Shares of TSO3 at a substantial discount to the market price at that time.
The Plan shall be in effect for a period of 3 years from its ratification by the shareholders, unless terminated earlier. The Plan may be extended for an additional period of 3 years by resolution of shareholders.
The Plan is subject to the approval of the Toronto Stock Exchange.
The Plan is similar to shareholder rights plans adopted by several other Canadian companies and approved by their shareholders. The Rights Plan will be filed on SEDAR shortly
TSO3 enables better health care through the development of innovative, low-temperature medical device sterilization systems and offers these solutions through licensing agreements to reputable channel partners for global commercial reach.
The TSO3 sterile reprocessing solutions answer the global and growing need for economical and fast turnaround of a wide range of medical instruments. These solutions address cutting-edge, high-demand devices – such as flexible endoscopes – and support the development of increasingly sophisticated medical devices and techniques.
At TSO3 ‘s core, is its ability to conduct rapid research, development and prototyping as well as validating biocompatibility and functionality of innovative medical reprocessing systems. TSO3 maintains a rigorous quality system as well as in-house expertise for regulatory submissions.
For more information about TSO3, visit the Corporation’s Web site at www.tso3.com
Caution regarding forward-looking statements
The statements in this release and oral statements made by representatives of TSO3 relating to matters that are not historical facts (including, without limitation, those regarding the timing or outcome of any financing undertaken by TSO3) are forward-looking statements that involve certain risks, uncertainties and hypotheses, including, but not limited to, general business and economic conditions, the condition of the financial markets, the ability of TSO3 to obtain financing on favourable terms and other risks and uncertainties.
The Toronto Stock Exchange has neither approved nor disapproved the information contained herein and accepts no responsibility for it.
-30-Back to Posts