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Creo Adopts Plan to Give Flexibility if an Unsolicited Take-over Bid Were to Occur

Friday, November 15, 2002

Press release from the issuing company

VANCOUVER, British Columbia---Nov. 14, 2002-- Creo today announced the board of directors has adopted a shareholder rights plan. The plan is effective immediately. The plan will provide the Creo board of directors and shareholders with more time to fully consider any unsolicited take-over bid. It will also provide the board with more time to pursue, if appropriate, other alternatives to maximize shareholder value. The plan is effective immediately and is subject to regulatory approval and ratification by Creo shareholders at the annual general meeting to be held on February 19, 2003. If approved by the shareholders, the plan will be subject to shareholder confirmation every three years and will expire in 10 years. The rights issued under the plan to the shareholders will be exercisable only when a person, including any related party, acquires or announces its intention to acquire more than 20 percent of the company's outstanding common shares without complying with the "permitted bid" provisions of the plan or without approval of the Creo board of directors. Should such an acquisition occur, each right would, upon exercise, entitle a holder, other than the person pursuing the acquisition and related parties, to purchase common shares of the company at a 50 percent discount to the market price at the time. Under the plan, a permitted bid is a bid made to all shareholders and is open for acceptance for not less than 60 days. If, at the end of 60 days, more than 50 percent of the outstanding common shares, other than those owned by the person pursuing the acquisition and related parties, have been tendered, the person pursuing the acquisition may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. Under the permitted bid mechanism, shareholders will have more time to consider the bid and any other options that may be available before deciding whether or not to tender to the bid. The board of directors will also have time to consider alternatives and to make recommendations to shareholders. Creo is not adopting the Plan in response to any specific proposal to acquire control of the company, nor is it aware of any such effort. The Plan is similar to plans adopted by other Canadian companies and approved by their shareholders.

 

 

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