Pulse Seismic Inc. press release
Pulse Data announces approval of Shareholder Rights Plan by shareholders
TSX - Toronto Stock Exchange ยท Canada
TSX: PSD
CALGARY, Sept. 21 /CNW/ - Pulse Data Inc. ("Pulse" or the "Company") announces that its Shareholder Rights Plan (the "Plan") was approved by its shareholders at the Special Shareholders' Meeting today.
The results of the voting were as follows:
Approximately 56% of the outstanding Pulse shares were voted at the Special Shareholders Meeting. Of the Pulse shares voted at the meeting, approximately 75% were voted in favour of the Plan and approximately 25% were voted against.
Excluding the Pulse shares owned by ValueAct Capital (a joint actor in respect of the Seitel Offer), all of which Pulse believes were voted against the Plan, an overwhelming 98% of the remaining Pulse shares voted at the Special Shareholders Meeting were voted in favour of the Plan.
In addition, Pulse received a proxy representing 4,123,386 Pulse shares from a shareholder voting in favour of the Plan, which proxy was not voted at the Special Shareholders Meeting as it was received before the meeting but after the proxy deadline. Had such proxy been included in the voting results, there would have been approximately 64% of the outstanding Pulse shares voted at the meeting, of which approximately 78% would have been voted in favour of the Plan (representing approximately 99% of the total number of Pulse shares that would have been voted, excluding those owned by ValueAct Capital.)
Pulse reminds its shareholders that the Plan provides two important protections to shareholders in case of take-over bids such as the current Seitel Offer:
1. The Plan prevents a creeping take-over of the Company, by requiring that any take-over offer must be accepted by shareholders holding a majority of the outstanding shares (other than those held by the offeror); and
2. The Plan provides the Company with additional time to pursue alternatives to maximize shareholder value.
Pulse also announces that with respect to the Seitel Offer, the Board of Directors has deferred the Separation Time of the rights issued under the Plan until September 28, 2007.
Disclaimer: Certain information contained herein may constitute
forward-looking statements under applicable securities laws. Such
statements are subject to known or unknown risks and uncertainties that
may cause actual results to differ materially from those anticipated or
implied in the forward-looking statements. Investors are encouraged to
review the "Risk Factors" section of the Management's Discussion and
Analysis in the Company's most recent Annual Report and interim reports
for a discussion of risks that could affect the Company's operations and
financial results. Forward-looking statements are based upon management's
assumptions, expectations and estimates at the time that such statements
are made. Pulse does not update forward-looking statements should
circumstances change or management's assumptions, expectations or
estimates change, unless required by law.