MONTREAL, CANADA -- World Color Press Inc. ("World Color" or the "Company", previously Quebecor World Inc.) today announced that it has adopted a shareholder rights plan agreement (the "Rights Plan"), effective immediately, to encourage the fair treatment of shareholders in any takeover offer for the Corporation and to prevent a bidder from acquiring control of World Color in a manner detrimental to shareholders. The Rights Plan will provide the board of directors of World Color and its shareholders more time to consider fully any unsolicited take-over bid for the Company and allow more time for the board of directors to pursue other alternatives to maximize shareholder value, if appropriate. The Rights Plan will also prevent an attempt to acquire control of World Color other than by means of an offer made to all shareholders.
One right has been issued with respect to each of the common shares and Class A preferred shares of the Corporation (collectively, the "Shares") issued and outstanding as of 12:01 a.m. (Eastern Time) on August 20, 2009. These rights will become exercisable only when a person, including any party related to it, acquires or attempts to acquire 20 percent or more of the outstanding common shares or of the outstanding Shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of the World Color's board of directors. Should such an acquisition occur, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase Shares at a 50 percent discount to the market price at the time.
Under the Rights Plan, a Permitted Bid is a bid made to all holders of the Shares and which is open for acceptance for not less than 60 days. If at the end of 60 days at least 50 percent 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 period of at least 10 days to allow other shareholders to tender.
The rights plan has not been adopted in response to any specific proposal to acquire control of the Corporation, nor is the Corporation aware of any such intention. The Rights Plan is subject to confirmation by the shareholders of World Color at a meeting to be held within six months. A material change report and a complete copy of the Rights Plan will be filed on SEDAR and EDGAR.
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