Further to its news release of June 11, 2008, Bard Ventures Ltd. (“Bard” or the “Company”) announces that it has replaced the shareholder rights plan dated June 10, 2008 with a new shareholder rights plan dated October 17, 2008 (the “New Rights Plan”). The Company will be seeking shareholder approval for the New Rights Plan at its next annual general meeting scheduled for January 9, 2009. Terms and conditions of the New Rights Plan remain primarily the same as the original rights plan.
The New Rights Plan is designed to ensure the fair and equal treatment of shareholders in connection with any take-over bid for outstanding common shares of Bard. The New Rights Plan is not intended to prevent or deter take-over bids that offer fair treatment and value to shareholders, but is designed to encourage offers that represent fair value to all shareholders.
The New Rights Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board of Directors with adequate time to fully assess an unsolicited take-over bid, to allow competing bids to emerge, and, if applicable, to explore other alternatives to the take-over bid to maximize shareholder value.
Under the terms of the New Rights Plan, one right will be issued by Bard for each outstanding Bard common share at the close of business today and for each Bard common share issued in future (subject to the terms of the New Rights Plan). The rights issued under the New Rights Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the “Permitted Bid” provisions of the New Rights Plan or without the approval of Bard’s Board of Directors. Permitted Bids must be made to all holders of Bard’s common shares by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other things, must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
If a take-over bid does not meet the Permitted Bid requirements of the New Rights Plan, the rights will entitle shareholders, excluding the shareholder or shareholders making the take-over bid, to purchase additional common shares of the Company at a substantial discount to the market price of the common shares at that time.
Bard is not adopting a New Rights Plan in response to any proposal to acquire control of the Company. The New Rights Plan is similar to plans adopted by other Canadian companies and ratified by their shareholders. Although effective as of today, the New Rights Plan is subject to approval by the TSX Venture Exchange and will be presented for ratification by the Company’s shareholders at the next annual general meeting. If ratified by the shareholders,
the New Rights Plan will have an initial term of 3 years.
On behalf of:
Bard Ventures Ltd.
“Eugene Beukman”
Eugene Beukman, President
