TORONTO–(BUSINESS WIRE). Shareholder Rights Agreement dated November 17, 2022 (the “Effective Date”) with Computershare Investor Services Inc., as proxy. The rights plan is substantially similar to the shareholder rights plans of other Canadian issuers and the rights plan is not being adopted in response to any specific proposal to take control of the company and the board is not aware of any pending or threatened takeover bid for the company. The passage of the Rights Plan is intended to ensure, to the extent possible, that all shareholders of the Company are treated fairly and protected against acquiring control of the Company through purchases of, in connection with an unsolicited takeover bid or other acquisition of control of, or a substantial interest in, the Company Common stocks exempt from applicable Canadian takeover rules, also known as “creeping” takeover bids.
The Rights Plan is subject to acceptance by the Toronto Stock Exchange (the “TSX”). While the Rights Plan is effective from the Effective Date, it must be ratified by shareholders within six months of its passage or it will expire. The Board of Directors intends to recommend ratification of the Rights Plan for approval by its shareholders at the Company’s next shareholder meeting. If ratified by shareholders within six months, the rights plan will remain in effect until the conclusion of the 2026 AGM. Pursuant to the terms of the Rights Plan, one right (a “Right”) will be issued and attached to each common share of the Company (a “Common Share”) outstanding under the Rights Plan at the Record Time. A right will also be attached to each common share issued after the Effective Date pursuant to the terms of the Rights Plan. The issuance of the warrants will not change the way shareholders trade their common shares and the warrants will automatically attach to the common shares with no further action required from shareholders. Subject to the terms of the Rights Plan, the rights issued under the Rights Plan will only become exercisable if a person (the “Acquirer”), together with certain parties related to such person, acquires or announces its intention to acquire beneficial ownership of 20% or more of the Common Stock without complying with the terms of the “Permitted Offer” of the Rights Plan. Rights under the Rights Plan cannot be exercised solely through the beneficial ownership of 20% or more of the common stock by a “grandfathered person” (as defined in the Rights Plan), since any such person would be subject to a “grandfathered” under the terms and conditions of the Rights Plan ; however, subsequent acquisitions of common stock by a grandfathered person may result in that person becoming an acquirer under the terms of the rights plan. Following a transaction that results in a person becoming an acquirer, the rights entitle their holder (other than the acquirer and certain related parties) to purchase common stock at a significant discount to the market price at that time. Pursuant to the Rights Plan, a “permissible offer” is a tender offer made in accordance with Canada’s tender offer regime. Specifically, a qualifying bid is a tender bid made to all shareholders, open for 105 days (or such shorter period as permitted by the bid regime), and containing certain conditions, including that no shares will be credited and paid unless 50% of the shares held by independent shareholders are tendered into the tender offer. The inclusion of common shares pursuant to a permitted offering would not trigger the rights plan. Customary permissible lock-up agreements are also provided for. The description of the rights plan in this press release is fully supplemented by the full text of the rights plan, which is available under GreenFirst’s profile on SEDAR at www.sedar.com.
GreenFirst Forest Products is a Forest First company focused on sustainable forest management and timber production. The company owns 7 sawmills and 1 paper mill in Ontario and Quebec. GreenFirst is a major lumber producer in Canada. Perched in lush log baskets, GreenFirst’s mills proudly manage over 9.1 million hectares of FSC®-certified Canadian public and private forest lands (FSC®-C167905). The Company believes that responsible forest practices, coupled with the long-term green benefit of lumber, provide GreenFirst with significant cyclical and long-term benefits in building products. GreenFirst’s long-term vision is to become a leader in global forestry.
Certain information in this press release constitutes forward-looking statements within the meaning of applicable securities laws. All statements contained in this press release that are not statements of historical fact are forward-looking statements. Forward-looking statements are frequently identified by the use of words such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend”, “estimate” or the negative of these terms and similar expressions. Forward-looking statements are based on certain assumptions, and while GreenFirst believes these assumptions to be reasonable based on the information currently available, they may prove to be incorrect. In addition, forward-looking statements inherently involve known and unknown risks, including those discussed in GreenFirst’s public disclosure log, which is available under its profile at www.sedar.com. Readers are also cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations on which they are based will materialize. Although this information was believed to be reasonable by management at the time it was prepared, it could prove to be incorrect and actual results could differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect our expectations as of the date of this release and, therefore, are subject to change thereafter. GreenFirst disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.