Haivision Announces Adoption of Shareholder Rights Plan
MONTREAL, March 17, 2023 /PRNewswire/ - Haivision Systems Inc. ("Haivision" or the "Company") (TSX: HAI) announces that it has adopted a shareholder rights plan (the "Rights Plan") with Computershare Investor Services Inc. as rights agent effective as of March 17, 2023 (the "Effective Date"). While the Rights Plan is effective immediately, it is subject to ratification by the Company's shareholders within six months of its adoption. The Company will be seeking shareholder ratification of the Rights Plan at its upcoming annual general meeting of shareholders on April 26, 2023. If the Rights Plan is not approved by the shareholders it will terminate and cease to be effective. Approval of the Rights Plan at the upcoming annual general meeting of shareholders is not being proposed in response to or in anticipation of any pending or threatened take-over bid, nor to deter take-over bids generally. The Board is not aware of any third party preparing any take-over bid to acquire control of the Company.
On March 6, 2023, the Company received a non-binding expression of interest from Evertz Technologies Limited ("Evertz") outlining a proposal to acquire all of the issued and outstanding common shares of the Company for $4.50 per share (the "Evertz Non-binding Expression of Interest"). The Evertz Non-binding Expression of Interest expired on March 9, 2023 and provided that prior to entering into and completing due diligence Evertz was unable to provide a binding transaction structure or price. As a result of the Evertz Non-binding Expression of Interest, the Company has been notified by the Toronto Stock Exchange ("TSX") that the TSX will defer consideration of the acceptance of the Rights Plan until such time as the TSX is satisfied that the appropriate securities commission will not intervene pursuant to National Policy 62-202 – Take-Over Bids – Defensive Tactics.
A summary of the principal terms of the Rights Plan will be included in the management information circular in connection with the upcoming annual general meeting f shareholders and a complete copy of the Rights Plan will be available under the Company's profile on SEDAR at www.sedar.com.
This release may include "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance.
Forward-looking statements are necessarily based on opinions, assumptions and estimates that, while considered reasonable by Haivision as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the risk factors identified under "Risk Factors" in the Company's latest annual information form, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR profile at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Haivision. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. There can be no assurance that the non-binding expression of interest will result in a formal offer or that any such offer will ultimately result in a completed transaction. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. Haivision undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.
Haivision is a leading global provider of mission-critical, real-time video streaming and visual collaboration solutions. Our connected cloud and intelligent edge technologies enable organizations globally to engage audiences, enhance collaboration, and support decision making. We provide high quality, low latency, secure, and reliable live video at a global scale. Haivision open sourced its award-winning SRT low latency video streaming protocol and founded the SRT Alliance to support its adoption. Awarded four Emmys® for Technology and Engineering from the National Academy of Television Arts and Sciences, Haivision continues to fuel the future of IP video transformation. Founded in 2004, Haivision is headquartered in Montreal and Chicago with offices, sales, and support located throughout the Americas, Europe, and Asia. Learn more at haivision.com.
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