ATS Corporation adopts shareholder rights plan

ATS Corporation announced that the board of directors of the company has approved the adoption of a shareholder rights plan pursuant to a shareholder rights plan agreement. The rights plan is substantially similar to shareholder rights plans adopted by other dual-listed Canadian public companies and is not being adopted in response to any specific proposal to acquire control of the company, and the board is not aware of any pending or threatened take-over bid for the company. The rights plan has been adopted to ensure, to the extent possible, that all shareholders of the company are treated fairly in connection with any takeover bid for the company and to protect against “creeping bids”, which involve the accumulation of more than 20% of the company’s common shares through purchases exempt from applicable take-over bid rules. Pursuant to the rights plan, one right was issued and attached to each common share of the company outstanding as of the effective time under the rights plan. A right will also be attached to each common share issued after the effective date in accordance with the terms of the rights plan. The issuance of the rights will not change the manner in which shareholders trade their common shares of ATS and the rights will automatically attach to the common shares with no further action by shareholders being required. Subject to the terms of the rights plan, the rights become exercisable in the event that any person becomes a beneficial holder of 20% or more of ATS’s outstanding common shares, without complying with the permitted bid provisions under the rights plan. In such event, holders of the rights will be permitted to exercise their rights to purchase additional common shares of the company at a substantial discount to the then market price of the company’s common shares. Taking up common shares pursuant to a permitted bid would not trigger the rights plan. Customary permitted lock-up agreements are also provided for under the rights plan.