Mar. 15, 2011 (Marketwire Canada) --
MONTRÉAL, QUÉBEC -- SEMAFO (TSX:SMF) today announced that the board of directors of SEMAFO has approved the adoption of a shareholder rights plan ("Rights Plan") for which shareholder approval will be sought at the Corporation's annual and special meeting of shareholders to be held on May 10, 2011.
The purpose of the Rights Plan is to provide the shareholders and directors of SEMAFO with adequate time to consider and evaluate any unsolicited bid and to provide the directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid.
The Rights Plan has been accepted by the Toronto Stock Exchange and is effective as of March 15, 2011 (the "Effective Date"). At the close of business on the Effective Date, one right (a "Right") will be issued and attached to each common share of SEMAFO outstanding at that time. A Right will also be attached to each common share issued after the Effective Date. The issuance of the rights will not change the manner in which shareholders trade their common shares of SEMAFO. If the Rights Plan is not ratified by shareholders at the upcoming annual and special meeting, it and all rights outstanding at that time will terminate. If the Rights Plan is ratified by shareholders at such meeting, the Rights Plan will be in effect until the termination of the Corporation's annual meeting in 2014.
The Rights Plan is similar to other rights plans adopted by many Canadian corporations. The Rights Plan is not triggered if an offer to acquire common shares of SEMAFO is made as a "Permitted Bid" and thereby allows sufficient time for shareholders to consider and react to the offer. A "Permitted Bid" is a take-over bid made by way of a take-over bid circular that, among other things, remains open for a minimum of 60 days and requires that it be accepted by more than 50% of the common shares held by independent shareholders. The Rights Plan will be triggered by an acquisition, other than pursuant to a Permitted Bid, of 20% or more of the outstanding common shares of SEMAFO or the commencement of a take-over bid that is not a Permitted Bid.
The Rights Plan was not proposed in response to, or in anticipation of, any pending, threatened or proposed acquisition or take-over bid. The directors did not adopt the Rights Plan to deter take-over proposals.
The Rights Plan will be filed shortly and will be available on SEDAR at www.sedar.com, or available free of charge upon request to SEMAFO's Corporate Secretary.
SEMAFO is a Canadian-based mining company with gold production and exploration activities in West Africa. The Company currently operates three gold mines: the Mana Mine in Burkina Faso, the Samira Hill Mine in Niger and the Kiniero Mine in Guinea. SEMAFO is committed to evolve in a conscientious manner to become a major player in its geographical area of interest. SEMAFO's strategic focus is to maximize shareholder value by effectively managing its existing assets as well as pursuing organic and strategic growth opportunities.
Caution Concerning Forward-looking Statements
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include fluctuation in the price of currencies, gold or operating costs, mining industry risks, uncertainty as to calculation of mineral reserves and resources, delays, political and social stability in Africa (including our ability to maintain or renew licenses and permits) and other risks described in SEMAFO's documents filed with Canadian securities regulatory authorities. You can find further information with respect to these and other risks in SEMAFO's 2009 Annual MD&A, as updated by our 2010 First Quarter MD&A, 2010 Second Quarter MD&A and 2010 Third Quarter MD&A, and other filings made with Canadian securities regulatory authorities and available at www.sedar.com. These documents are also available on our website at www.semafo.com. SEMAFO disclaims any obligation to update or revise these forward-looking statements, except as required by applicable law.
President & CEO
Sofia St Laurent