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Atlas Engineered Products Ltd
Symbol AEP
Shares Issued 59,116,981
Close 2023-09-26 C$ 1.25
Market Cap C$ 73,896,226
Recent Sedar Documents

Atlas Engineered Products swallows poison pill

2023-09-27 11:34 ET - News Release

Mr. Jake Bouma reports

ATLAS ENGINEERED ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS PLAN

Atlas Engineered Products Ltd.'s board of directors has approved the adoption of a shareholder rights plan, effective Sept. 26, 2023.

The adoption of the plan is intended to ensure, to the extent possible, that all shareholders of the company are treated fairly and equally in connection with any unsolicited takeover bid or other acquisition of control of or a significant interest in the company and to protect against acquisitions of control of the company through purchases of common shares of the company that are exempt from applicable Canadian takeover bid rules, also referred to as creeping takeover bids. The plan will also ensure the board is provided with adequate time to consider and evaluate takeover bids and other acquisitions and, if appropriate, identify, develop and negotiate any value-enhancing alternatives. The plan has not been adopted in response to any pending or threatened takeover bid, and the company is not aware of any such efforts. The plan is similar to rights plans adopted by other Canadian companies and ratified by their shareholders.

Under the provisions of the plan, one right was issued and attached to each common share outstanding as of effective date, and one right will be attached to each future common share issued after the effective date. The issuance of the rights will not change the manner which shareholders trade their common shares, and the rights will automatically attach to the common shares with no further action required by shareholders. The rights will only become exercisable if a person, together with certain parties related to such person, becomes the beneficial owner of 20 per cent or more of the outstanding voting securities of the company without complying with the permitted bid provisions of the plan or otherwise as part of acquisitions exempt from the provisions of the plan. Upon a person becoming an acquiring person, holders of rights (other than the acquiring person and certain parties related to the acquiring person) will be entitled to exercise their rights to purchase common shares at a substantial discount to the then market price for the common shares.

The provisions of the plan are governed by a shareholder rights plan agreement between the company and Computershare Trust Company of Canada as rights agent, dated as of the effective date. The plan has been conditionally approved by the TSX Venture Exchange and is effective immediately, but subject to ratification by the company's shareholders within six months of its adoption. The company will be seeking shareholder ratification of the plan at its annual and special meeting of its shareholders scheduled to be held on Nov. 2, 2023. A summary of the principal terms and conditions of the plan will be set out in the company's management information circular to be mailed to shareholders prior to the meeting. A copy of the plan agreement will be filed on SEDAR+.

About Atlas Engineered Products Ltd.

Atlas is a growth company that is acquiring and operating profitable, well-established operations in Canada's truss and engineered products industry. The company has a well-defined and disciplined acquisition and operating growth strategy enabling it to scale aggressively and apply new technologies, giving it a unique opportunity to consolidate a fragmented industry of independent operators.

We seek Safe Harbor.

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