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| Liquidation World Announces Shareholder Rights Plan and Normal Course Issuer Bid To Buy Back Shares
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Liquidation World Inc. (TSX: LQW) announced today after reporting record quarterly revenue for the first quarter of 2006 and announcing various other improvements in the business of the Company, that the board believes that the Company's current share price (which trades below book value per share of the Company) is not reflective of the Company's improved performance and financial results and that the board believes that it is in the best interest of shareholders for it adopt a shareholders rights plan and to reinstitute the company's normal course issuer bid for up to 5% of the company's outstanding shares.
Rights Plan The Board of Directors of the Company has adopted a shareholder rights plan, effective March 16, 2005, designed to enhance the Company's ability to obtain the best value for all shareholders and prevent a bidder from acquiring control of Liquidation World in a manner detrimental to shareholders. From time to time, the Company has received unsolicited approaches from third parties regarding possible transactions with the Company. At present, there are no ongoing negotiations in this respect. Nevertheless, the Board has decided to implement the plan to give the Board a means of responding should any attempt to acquire control through a progressive increase in ownership without an offer to all shareholders and to ensure that all shareholders are treated fairly. The rights issued under the rights plan become exercisable when a person, together with any parties related to it, acquires or announces its intention to acquire 20% or more of the Corporation's outstanding common shares without complying with the "Permitted Bid" provisions of the rights plan or without approval of the Board of Directors of the Corporation. Should such an acquisition occur, rights holders (other than the acquiring person and related persons) can purchase common shares of the Corporation at half the prevailing market price at the time the rights become exercisable. Each right, upon exercise, would permit the purchase of shares of the Corporation at a substantial discount to the market price, as defined in the Rights Plan. The issue of any shares upon exercise of the rights is subject to receipt of all necessary regulatory approval. Under the rights plan, a Permitted Bid is a bid made to all holders of the Corporation's common shares for all of their shares that is open for acceptance for not less than 60 days. If at the end of 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. The rights plan must be confirmed by shareholders within 6 months. Normal Course Issuer Bid The Company intends to purchase, subject to receipt of all necessary regulatory approvals, up to 419,000 of its common shares by way of a normal course issuer bid made through the facilities of the Toronto Stock Exchange. The 419,000 shares represent approximately 5% of the Company's 8,383,022 currently issued and outstanding common shares. The bid will commence following receipt of all necessary regulatory approvals. All shares purchased pursuant to the bid will be cancelled. About Liquidation World Liquidation World liquidates consumer merchandise through 105 outlets across North America, and also provides store-closure sales management. The company solves asset recovery problems in a professional manner for the financial services industry, insurance companies, manufacturers and other organizations. Liquidation World opened its first retail outlet in 1986 and is now the largest liquidator in Canada, with more than 1,800 employees in outlets and offices across Canada and the United States. This release includes forward-looking statements and potential future circumstances and developments. Forward-looking statements regarding future performance are subject to risks and uncertainties, and actual results may differ materially. Due to fluctuations in gross margins and other expenses, an increase in revenue does not directly correlate to an increase in net earnings. For more information, please contact: Jonathan Hill, President and CEO Andrew Searby, CA, Executive VP, and CFO |
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