CALGARY, Feb. 22, 2013 /CNW/ - Mainstreet Equity Corp. ("Mainstreet" or the "Corporation") (TSX:MEQ) announces that it has adopted a shareholder rights plan (the "Plan") effective February 21, 2013. The Plan is designed to ensure the fair and equal treatment of shareholders in connection with any take-over bid for outstanding common shares of Mainstreet. The Plan is not intended to prevent or deter take-over bids that offer fair treatment and value to shareholders, but is designed to encourage offers that represent fair value to all shareholders. The Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the board of directors with adequate time to fully assess an unsolicited take-over bid, to allow competing bids to emerge, and, if applicable, to explore other alternatives to the take-over bid to maximize shareholder value.
Under the terms of the Plan, one right will be issued by Mainstreet for each outstanding Mainstreet common share at the close of business onFebruary 21, 2013, and for each Mainstreet common share issued in the future (subject to the terms of the Plan). The rights issued under the Plan become exercisable only if a person acquires or announces its intention to acquire 20% or more of the common shares of the Corporation without complying with the "Permitted Bid" provisions of the Plan or without the approval of Mainstreet's board of directors.
Permitted Bids must be made to all holders of Mainstreet common shares by way of a take-over bid circular prepared in compliance with applicable securities laws and, among other things, must be open for acceptance for a minimum of 60 days. If at the end of 60 days at least 50% of the outstanding common shares other than those owned by the offeror and certain related parties have been tendered and not withdrawn, the bidder may take-up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender to the bid.
If a take-over bid does not meet the Permitted Bid requirements of the Plan, the rights will entitle shareholders, excluding the shareholder or shareholders making the take-over bid, to purchase additional common shares of the Corporation at a substantial discount to the market price of the common shares at that time.
Mainstreet is not adopting the Plan in response to any specific proposal to acquire control of the Corporation. The Plan is similar to shareholder rights plans adopted by other Canadian companies and ratified by their shareholders.
The Plan, which the Toronto Stock Exchange has accepted notice for filing of, will terminate if it is not ratified by the Corporation's shareholders within six months of its adoption. The Corporation intends to present the Plan for ratification by the Corporation's shareholders at the next annual and special meeting, currently anticipated to be held on March 21, 2013. If ratified by the shareholders, the Plan will have an initial term of 3 years. A complete copy of the Plan will be filed by the Corporation on SEDAR at www.sedar.com.
Mainstreet is a Calgary-based, growth-oriented real estate corporation focused on the acquisition, redevelopment, repositioning, and asset and property management of mid-market apartment buildings. The Corporation currently owns and operates residential rental units, including apartments and townhouses, in the B.C. Lower Mainland, Calgary,Edmonton and Saskatoon.
Mainstreet's common shares are listed on the Toronto Stock Exchange under the symbol "MEQ". There are currently 10,465,281 common shares outstanding.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Press Release constitute forward-looking statements under applicable securities legislation. Such forward-looking statements involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.
SOURCE: Mainstreet Equity Corporation