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Poison Pill

posted on Feb 14, 2008 06:44AM
TTM Resources Inc
Symbol TTQ
Shares Issued 36,378,751
Close 2007-05-10 C$ 1.50
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TTM appoints Lyons as chairman, adopts poison pill

 

2007-05-10 04:11 ET - News Release

Mr. W.K. Clarke reports

TTM RESOURCES ANNOUNCES MR TERRY A. LYONS APPOINTED TO CHAIRMAN OF THE BOARD AND SHAREHOLDER RIGHTS PROTECTION PLAN IS ADOPTED

In addition to the May 7, 2007, appointment of Donald Davidson (a director of Sprott Molybdenum Participation Corp.) as an adviser to the board of directors, Terry A. Lyons, BSc (civil engineer), MBA, has been appointed chairman of the board of TTM Resources Inc. Mr. Lyons is one of the original directors of the company, having been appointed at the company's inception in 2004.

Mr. Lyons is currently chairman of Northgate Minerals Corp. and a director and officer of several public corporations, including director, B.C. Pacific Capital Corp.; Canaccord Capital Inc. (audit committee chair), Diamonds North Resources Ltd.; and the Vancouver Convention Centre Expansion Project Ltd., as well as several private corporations. He is a past vice-chairman of Battle Mountain Gold Company (audit, special committee), former chairman of Westmin Resources Ltd. and is currently chairman of the Mining Association of British Columbia. After completing a bachelor of science in civil engineering, Mr. Lyons attended the University of Western Ontario, graduating with an MBA in 1974.

"We are delighted to have someone of Terry's calibre and experience as our company's chairman. He has a very strong background in the resource sector and an exceptional track record of success. He is the ideal candidate," said W.K. Crichy Clarke, president and chief executive officer of the company.

The company also announces that, effective immediately, its board of directors has adopted a shareholder rights plan, subject to regulatory approval and shareholder ratification at the company's next annual general meeting. The company is not aware of any pending or threatened takeover bid for the company.

Current Canadian legislation permits a hostile bid to be made in as little as 35 days, giving the board of directors little time to implement strategies to enhance shareholder value or for competing bids to be made. The plan as proposed extends this time to 60 days.

The objective of the board of directors in adopting the plan is to achieve full and fair value for the company's shareholders in the event of an unsolicited takeover bid for the company. Anyone seeking to obtain control of the company will be encouraged to negotiate with the board of directors prior to attempting a takeover, or to proceed by way of a "permitted bid."

The permitted bid concept is intended to provide protection to the company and its shareholders while extending the time for deposit to ensure due consideration of the bid and allowing the bid to proceed if a majority of the shareholders tender their shares.

Under the plan, the company will issue one right for no consideration in respect of each outstanding common share of the company to all holders of record of common shares. The rights will be attached to the common shares and cannot be exercised until after a flip-in event has taken place. A flip-in event is one of the following:

  1. an acquiring person, as defined in the plan, acquires 20 per cent or more of the common shares of the company; or
  2. an acquiring person announces its intention to make a takeover bid that would result in the person owning 20 per cent or more of the outstanding common shares of the company.

 

Upon such a flip-in event occurring, each right would separate from the common share and thereafter entitle the holder to purchase common shares at a significant discount to the market price.

The rights will not be separated from the shares if the acquiring person makes a permitted bid, as defined in the plan, pursuant to a takeover bid circular sent to all shareholders of the company. The permitted bid must have, among other things, a minimum deposit period of at least 60 days. The permitted bid must provide that not less than 50 per cent of the common shares, other than those held by the acquiring person, must be deposited and not withdrawn.

We seek Safe Harbor.

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