Edmonton, Alberta, Canada
May 4, 2010
Innovotech Inc. (TSX VENTURE:IOT) ("Innovotech") announced that, at its Annual and Special Meeting of the Shareholders for the financial year ending December 31, 2009 held on April 20, 2010 as scheduled, the shareholders approved the adoption of a shareholder rights plan ("Rights Plan") designed to provide its shareholders with full and fair value in the event of a possible take-over bid for its common shares. The Rights Plan has been implemented pursuant to the terms of a shareholder rights plan agreement entered into between Innovotech and Olympia Trust Company, as rights agent, dated March 1, 2010 (the "Agreement") and filed on SEDAR on March 24, 2010. The Agreement took effect immediately upon execution, subject to ratification by Innovotech's shareholders. Adoption of the Rights Plan is subject to regulatory acceptance.
The objectives of the Rights Plan are to ensure, to the extent possible, that all shareholders of Innovotech are treated equally and fairly in connection with any take-over bid or similar proposal to acquire common shares of Innovotech. As of the date of this press release, Innovotech is not aware of any third party considering or preparing any proposal to acquire control of Innovotech or of any pending or threatened take-over bid for its common shares.
Under the terms of the Rights Plan, Innovotech authorizes the issuance of one right to attach to each common share of Innovotech outstanding and any other common share in the capital stock of Innovotech or voting interests of Innovotech entitled to vote generally in the election of directors (collectively the "Voting Shares") issued thereafter subject to the limitations set forth in the Rights Plan.
Each right entitles the holder thereof, after the Separation Time, to purchase from Innovotech one common share pursuant to the terms and subject to the conditions set forth in the Rights Plan. The rights will separate from the Voting Shares to which they are attached and will become exercisable at the close of business (the "Separation Time") on the eighth trading day after the earliest of: (a) the first date of public announcement that a person and/or others associated, affiliated or otherwise connected to such person, or acting in concert with such person, have become an Acquiring Person; (b) the date of commencement of, or first public announcement of the intent of any person to commence a take-over bid, other than a Permitted Bid or a Competing Permitted Bid, or such later date as the board may determine in good faith, and (c) the date upon which a Permitted Bid or a Competing Permitted Bid ceases to be such. Subject to adjustment as provided in the Rights Plan, each right entitles the holder to purchase one common share for an exercise price (the "Exercise Price") equal to one-quarter (1/4) of the market price per common share as such is determined as at the Separation Time.
The acquisition by any person (an "Acquiring Person") of 20% or more of the common shares, other than by way of a Permitted Bid, is referred to as a "Flip-in Event". Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event.
At the close of business on the tenth trading day after the first public announcement that an Acquired Person (beneficial owner of 20% or more of the outstanding voting shares) has become such, the Rights (other than those held by the Acquiring Person) will entitle the holder to purchase Voting Shares having an aggregate market price (based on the prevailing Market Price as defined in the Shareholder Rights Agreement) equal to twice the Exercise Price for an amount in cash equal to the Exercise Price.
A Permitted Bid must remain open for acceptance for not less than 60 days and must be made through a take-over bid circular prepared in compliance with applicable securities laws and certain other conditions of the Rights Plan.
All capitalized terms without definition have the meanings attributed to them in the Rights Plan unless otherwise indicated.
Innovotech is a product development company focusing on the development of solutions to medical, agricultural and industrial problems caused by microbial biofilms. Biofilms are protected communities of microorganisms which are very common and very difficult to treat due to their inherent resistance. They have been implicated in a host of devastating infections in agriculture, human health and industry. No diagnostics or antibiotics are currently approved for use in infections involving biofilms.
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