Advantex adopts Shareholder Rights Plan
ADX: TSX
TORONTO, Oct. 23 /CNW/ - Advantex Marketing International Inc.("Advantex" or the "Company") (TSX ADX) announces that its board of directors(the "Board") has adopted a Shareholder Rights Plan (the "Plan"), similar toexisting shareholder rights plans adopted by other Canadian public companies.The objectives of the Plan are to ensure, to the extent possible, thatall shareholders of the Company are treated equally and fairly in connectionwith any take-over bid for the Company. The Plan discourages discriminatory,coercive or unfair take-overs of the Company and gives the Company's Boardtime if, in the circumstances, the Board determines it is appropriate to takesuch time, to pursue alternatives to maximize shareholder value in the eventan unsolicited take-over bid is made for all or a portion of the outstandingcommon shares of the Company (the "Common Shares").
In order to implement the adoption of the Plan, the Board authorized theissuance of one right (a "Right") in respect of each Common Share outstandingat the close of business on October 23, 2007 (the "Record Time"). In addition,the Board authorized the issuance of one Right in respect of each additionalCommon Share issued after the Record Time. The Rights trade with and arerepresented by Common Share certificates, including certificates issued priorto the Record Time. Until such time as the Rights separate from the CommonShares and become exercisable, Rights certificates will not be distributed toshareholders.
If a person, or a group acting in concert, acquires (other than pursuantto an exemption available under the Plan) Beneficial Ownership (as defined inthe Plan) of 20% or more of the Common Shares, Rights (other than those heldby such acquiring person which will become void) will separate from the CommonShares and permit the holder thereof to purchase Common Shares at a 50%discount to their market price. A person, or a group acting in concert, who isthe Beneficial Owner (as defined in the Plan) of 20% or more of theoutstanding Common Shares as of the Record Time is exempt from the dilutiveeffects of the Plan provided such person (or persons) does not increase itsBeneficial Ownership by more than 1% (other than in accordance with the termsof the Plan). At any time prior to the Rights becoming exercisable, the Boardmay waive the operation of the Plan with respect to certain events before theyoccur.
The issuance of the Rights is not dilutive until the Rights separate fromthe underlying Common Shares and become exercisable or until the exercise ofthe Rights. The issuance of the Rights will not change the manner in whichshareholders currently trade their Common Shares.
The Plan is subject to the approval of the Toronto Stock Exchange, andrequires confirmation by the Company's shareholders within six months of thePlan's effective date, being October 23, 2007. If the Plan is not confirmed byshareholders, the Plan and all outstanding Rights will terminate and be voidand of no further force and effect.
The Plan is not being proposed in response to, or in contemplation of,any specific take-over bid for the Company. The Board did not adopt the Planto prevent a take-over of the Company, to secure the continuance of managementor the directors in their respective offices or to deter fair offers for theCommon Shares.
About Advantex
Advantex is a specialist in the marketing services industry, managingwhite-labelled rewards accelerator programs for major affinity groups throughwhich their members earn bonus frequent flyer miles and/or other rewards onpurchases at participating merchants. Under the umbrella of each program,Advantex provides merchants with marketing, customer incentives, and securedfuture sales through its Advance Purchase Marketing model. Advantex partnersinclude more than 700 restaurants, online retailers, golf courses, small innsand resorts, and major organizations including CIBC, United Airlines, DeltaAir Lines, Alaska Airlines and Lufthansa Airlines. Advantex is a publiccompany, traded on the Toronto Stock Exchange under the symbol "ADX". Foradditional information on Advantex, please visit .
For further information
Mukesh Sabharwal, Vice President, Finance, Tel:(416) 481-5657 ext. 249, Email:
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