GreenPower Adopts Shareholder Rights Plan
GreenPower Adopts Shareholder Rights Plan
Vancouver, Canada – October 27, 2017 – GreenPower Motor Company Inc. (TSXV: GPV) (OTCQX: GPVRF) (“GreenPower” or the “Company”) announces that its board of directors (the “Board”) has unanimously approved the adoption of a shareholder rights plan (the “Shareholder Rights Plan”).
The Shareholder Rights Plan is designed to ensure the fair and equal treatment of shareholders in connection with any take-over bid for outstanding common shares of the Company. The Shareholder Rights Plan seeks to provide shareholders with adequate time to properly assess a take-over bid without undue pressure. It also provides the Board with adequate time to fully assess an unsolicited take-over bid, to allow competing bids to emerge, and, if applicable, to explore other alternatives to the take-over bid to maximize shareholder value.
The Shareholder Rights Plan is not intended to prevent or deter take-over bids that offer fair treatment and value to shareholders, but is designed to encourage offers that represent fair value to all shareholders.
The Shareholder Rights Plan is similar to rights plans adopted by other public corporations. Under the terms of the Shareholder Rights Plan, one right will be issued by the Company for each outstanding common share of the Company and for each common share of the Company issued in the future (subject to the terms of the Shareholder Rights Plan). The rights will automatically attach to the common shares with no further action required by shareholders. The rights issued under the Shareholder Rights Plan become exercisable only if a person, together with its affiliates, associates and joint actors, acquires or announces its intention to acquire 20% or more of the common shares of the Company without complying with the “Permitted Bid” provisions of the Shareholder Rights Plan or without the approval of the Board.
The “Permitted Bid” provisions prevent the dilutive effects of the Rights Plan from operating if a take-over bid is made to all holders of common shares of the Company (other than the bidder) by way of a take-over bid circular that remains open for acceptance for a minimum of 105 days and satisfies certain other conditions that align with Canadian take-over bid rules. In circumstances where a take-over bid does not comply with the requirements of the Shareholder Rights Plan or where the application of the Shareholder Rights Plan is not waived in accordance with its terms, the rights holders (other than the acquiring person and its affiliates, associates and joint actors) will be entitled to purchase additional common shares of the Company at a significant discount to the market price.
The Shareholder Rights Plan became effective as of October 26, 2017 and must be ratified by shareholders within six months in order to continue to be effective. If ratified by shareholders, the Shareholder Rights Plan will remain in effect until the close of business on the third anniversary of the date of such ratification. The Shareholder Rights Plan is also subject to approval by the TSX Venture Exchange. A copy of the Shareholder Rights Plan will be available at www.sedar.com.
About GreenPower Motor Company Inc.
GreenPower Motor Company Inc. develops electric powered vehicles for commercial markets. GreenPower offers a range of electric powered buses deploying electric drive and battery technologies with a lightweight chassis and low floor or high floor body. GreenPower’s bus is based on a flexible clean sheet design and utilizes a custom battery management system and a proprietary Flex Power system for the drive motors. GreenPower integrates global suppliers for key components such as Siemens for the two drive motors, Knorr for the brakes, ZF for the axles and Parker for the dash and control systems. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. For further information go to www.greenpowerbus.com.
For further information contact:
Fraser Atkinson, Chairman
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. © 2017 GreenPower Motor Company Inc. All rights reserved.