Red Bank, NJ — (January 22, 2013) —Natcore Technology Inc. (TSX-V: NXT; NTCXF.PK) advises that, subject to shareholder approval at the Annual General Meeting to be tentatively scheduled in early June 2013 and the approval of the TSX Venture Exchange, its shareholders Rights Plan will be renewed. The Rights Plan is designed to encourage the fair treatment of shareholders in the event of any take-over offer for Natcore. The Rights Plan will provide the Board and the shareholders with more time than the 35 days provided by statute to fully consider any unsolicited take-over bid for the company without undue pressure, and allow the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge.
As previously disclosed, under the Rights Plan, a bidder making a Permitted Bid (as defined in the Rights Plan) for Natcore’s common shares may not take up any shares before the close of business on the 60th day after the date of the bid and unless at least 50% of the company’s common shares not beneficially owned by the person making the bid and certain related parties are deposited, in which case the bid must be extended for 10 business days on the same terms to allow other shareholders to deposit to the bid. The Rights Plan will encourage an offeror to proceed by way of Permitted Bid or to approach the Board with a view to negotiation by creating the potential for substantial dilution of the offeror’s position if a non-Permitted Bid is attempted. The Permitted Bid provisions of the Rights Plan are designed to ensure that, in any take-over bid, all shareholders are treated equally, receive the maximum available value for their investment and are given adequate time to properly assess the bid on a fully informed basis.
The Rights Plan is not being renewed in response to, or in anticipation of, any acquisition or take-over offer and is not intended to prevent a take-over of Natcore, to secure continuance of current management or the directors in office or to deter fair offers for the common shares of the company. The Rights Plan does not affect in any way the financial condition of Natcore. The initial issuance of the rights pursuant to the Rights Plan is not dilutive and will not affect reported earnings per share or cash flow per share until the rights separate from the underlying common shares and become exercisable.
The renewal of the Rights Plan is subject to the approval of TSX Venture Exchange and the approval of the shareholders. Shareholders should refer to the Information Circular for the Annual General Meeting when available for further details.
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This press release does not constitute an offer to sell or a solicitation to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (“the U.S. Securities Act”) or any state securities law and may not be offered or sold in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Statements in this press release other than purely historical factual information, including statements relating to revenues or profits, or the Company’s future plans and objectives, or expected sales, cash flows, and capital expenditures constitute forward-looking statements. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the Company’s business, including risks inherent in the technology history. There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on such statements. Except in accordance with applicable securities laws, the Company expressly disclaims any obligation to update any forward-looking statements or forward-looking statements that are incorporated by reference herein.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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