ID :
115531
Wed, 04/07/2010 - 16:27
Auther :
Shortlink :
https://oananews.org//node/115531
The shortlink copeid
IVANHOE MINES ADOPTS PLAN TO PROTECT SHAREHOLDERS' RIGHTS
Ulaanbaatar, /MONTSAME/ The Board of Directors of Ivanhoe Mines Ltd. announced April 5 that it has adopted a shareholders' rights plan (the Plan) to ensure the fair treatment of all Ivanhoe Mines shareholders during any takeover bid for Ivanhoe's outstanding common shares, or other transaction that would involve a change of control.
The Plan is effective immediately, subject to confirmation through a vote of shareholders at the annual general and special meeting to be held in Vancouver May 7, 2010.
David Huberman, Ivanhoe Mines' lead independent Director and Chair of the Corporate Governance Committee, said the Plan is consistent with the company's objective of enhancing value for shareholders. "The Plan is structured along the same lines as other shareholders' rights plans that have been adopted by a number of leading Canadian companies. It is not in response to any specific initiative by any particular company and is not intended to prevent takeover bids that treat Ivanhoe Mines shareholders fairly."
The Plan will allow shareholders to properly evaluate and assess a takeover bid without facing undue pressure or coercion. The Plan provides Ivanhoe's Board of Directors with additional time to consider any takeover bid and, if applicable, to explore alternative transactions that would maximize value for shareholders. It is intended to prevent any shareholders from increasing their holdings beyond 20% - or in the case of Executive Chairman Robert Friedland and Rio Tinto, beyond their current or contractually agreed levels - without making an offer to all other shareholders.
The Plan does not affect the rights of Rio Tinto to increase its present 22.4% interest in Ivanhoe Mines through the exercise of warrants, a convertible bond and secondary market purchases during the current, five-year standstill agreement between Ivanhoe and Rio Tinto that is in effect until October 27, 2011.
Under the terms of the Plan, any bid that meets certain criteria intended to protect the interests of all shareholders and is supported by the majority of all non-conflicted shareholders is deemed to be a Permitted Bid and does not trigger the Rights under the Plan.
Following the unanimous recommendation of Ivanhoe's Corporate Governance Committee - whose members are all independent of the company's management and its principal shareholders - the Board of Directors adopted the plan after determining that its provisions are in the best interests of Ivanhoe, its shareholders and other stakeholders. Ivanhoe's financial advisers, Citigroup Global Markets Inc. and independent mining sector specialist Hatch Corporate Finance, were involved in the preparation of the Plan and agree that the Plan supports the Board's commitment to value enhancement.
The Toronto Stock Exchange, the New York Stock Exchange and the NASDAQ Stock Market have accepted notice of the Plan, subject to, among other conditions, confirmation of the Plan by Ivanhoe's shareholders
Ivanhoe Mines is an international mining company with operations focused in the Asia Pacific region. Ivanhoe's core assets include its world-scale, Oyu Tolgoi copper-gold mine development project in southern Mongolia.
Ivanhoe Mines' other core assets are its 57% interest in Mongolian coal miner SouthGobi Energy Resources (SGQ:TSX & 1878:HK); an 81% interest in Ivanhoe Australia (IVA:ASX), a copper-gold-uranium-molybdenum-rhenium exploration and development company; and a 50% interest in Altynalmas Gold Ltd., a private company developing the Kyzyl Gold Project in Kazakhstan.
Ivanhoe Mines' shares are listed on the New York, NASDAQ and Toronto stock exchanges under the symbol IVN.
S.Batbayar
The Plan is effective immediately, subject to confirmation through a vote of shareholders at the annual general and special meeting to be held in Vancouver May 7, 2010.
David Huberman, Ivanhoe Mines' lead independent Director and Chair of the Corporate Governance Committee, said the Plan is consistent with the company's objective of enhancing value for shareholders. "The Plan is structured along the same lines as other shareholders' rights plans that have been adopted by a number of leading Canadian companies. It is not in response to any specific initiative by any particular company and is not intended to prevent takeover bids that treat Ivanhoe Mines shareholders fairly."
The Plan will allow shareholders to properly evaluate and assess a takeover bid without facing undue pressure or coercion. The Plan provides Ivanhoe's Board of Directors with additional time to consider any takeover bid and, if applicable, to explore alternative transactions that would maximize value for shareholders. It is intended to prevent any shareholders from increasing their holdings beyond 20% - or in the case of Executive Chairman Robert Friedland and Rio Tinto, beyond their current or contractually agreed levels - without making an offer to all other shareholders.
The Plan does not affect the rights of Rio Tinto to increase its present 22.4% interest in Ivanhoe Mines through the exercise of warrants, a convertible bond and secondary market purchases during the current, five-year standstill agreement between Ivanhoe and Rio Tinto that is in effect until October 27, 2011.
Under the terms of the Plan, any bid that meets certain criteria intended to protect the interests of all shareholders and is supported by the majority of all non-conflicted shareholders is deemed to be a Permitted Bid and does not trigger the Rights under the Plan.
Following the unanimous recommendation of Ivanhoe's Corporate Governance Committee - whose members are all independent of the company's management and its principal shareholders - the Board of Directors adopted the plan after determining that its provisions are in the best interests of Ivanhoe, its shareholders and other stakeholders. Ivanhoe's financial advisers, Citigroup Global Markets Inc. and independent mining sector specialist Hatch Corporate Finance, were involved in the preparation of the Plan and agree that the Plan supports the Board's commitment to value enhancement.
The Toronto Stock Exchange, the New York Stock Exchange and the NASDAQ Stock Market have accepted notice of the Plan, subject to, among other conditions, confirmation of the Plan by Ivanhoe's shareholders
Ivanhoe Mines is an international mining company with operations focused in the Asia Pacific region. Ivanhoe's core assets include its world-scale, Oyu Tolgoi copper-gold mine development project in southern Mongolia.
Ivanhoe Mines' other core assets are its 57% interest in Mongolian coal miner SouthGobi Energy Resources (SGQ:TSX & 1878:HK); an 81% interest in Ivanhoe Australia (IVA:ASX), a copper-gold-uranium-molybdenum-rhenium exploration and development company; and a 50% interest in Altynalmas Gold Ltd., a private company developing the Kyzyl Gold Project in Kazakhstan.
Ivanhoe Mines' shares are listed on the New York, NASDAQ and Toronto stock exchanges under the symbol IVN.
S.Batbayar
