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The objectives of the Plan are to ensure, to the extent possible, that all shareholders of the Corporation are treated equally and fairly in connection with any takeover bid for the Corporation. The Plan discourages discriminatory, coercive or unfair takeovers of the Corporation and gives the Board of Directors time if, in the circumstances, the Board of Directors determines it is appropriate to take such time, to pursue alternatives to maximize shareholder value in the event an unsolicited takeover bid is made for all or a portion of the outstanding shares of the Corporation.
To implement the adoption of the Plan, the Board of Directors of the Corporation had authorized the issuance of one right in respect of each share of the Corporation outstanding at the close of business on May 21, 2009 (the "Record Time"). In addition, the Board had authorized the issuance of one Right in respect of each additional share issued after the Record Time. Initially, the rights trade with and are represented by CMG's common share certificates and non-voting share certificates, including certificates issued prior to the Record Time. The shareholder approval today confirms and ratifies these actions of the Board. Until such time as the rights separate from the shares and become exercisable, rights certificates will not be distributed to shareholders.
If a person, or a group acting in concert, acquires (other than pursuant to an exemption available under the Plan) beneficial ownership of 20% or more of the Common Shares of the Corporation, rights (other than those held by such acquiring persons which will become void) will separate from the shares 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 is the beneficial owner of 20% or more of outstanding shares as of the Record Time is exempt from the dilutive effects of the Plan provided such person (or persons) does not increase its beneficial ownership by more than 1% (other than in accordance with the terms of the Plan). At any time prior to the rights becoming exercisable, the Board of Directors may waive the operation of the Plan with respect to certain events before they occur.
The issuance of the rights is not dilutive and will not affect reported earnings or cash flow per share until the rights separate from the underlying shares and become exercisable or until the exercise of the rights. The issuance of the rights will not change the manner in which shareholders currently trade their Common Shares.
The Plan requires confirmation by CMG shareholders by July 9, 2012 to remain valid, otherwise, the Plan and all outstanding rights will terminate and be void and of no further force and effect.
The Plan has not been adopted in response to, or in anticipation of, any pending, threatened or proposed acquisition or takeover bid. The Plan was not adopted to prevent a takeover of the Corporation, to secure the continuance of management or the directors in their respective offices or to deter fair offers for the Common Shares of the Corporation.
The full text of the Plan is available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
Computer Modelling Group Ltd. is a computer software technology and consulting company serving the oil and gas industry. CMG, recognized by oil and gas companies worldwide as a leading developer of reservoir modelling software, has sales and technical support services based in Calgary, Houston, London, Caracas and Dubai. CMG is the leading supplier of advanced processes reservoir modelling software in the world with a blue chip client base of international oil companies and technology centers in 49 countries. CMG's shares are listed on the Toronto Stock Exchange under the trading symbol "CMG."
SOURCE: Computer Modelling Group Ltd.
Computer Modelling Group Ltd. Kenneth Dedeluk President and CEO (403) 531-1300 Email: ken.dedeluk@cmgl.ca Computer Modelling Group Ltd. John Kalman Vice President, Finance & CFO (403) 531-1300 Email:john.kalman@cmgl.ca Website: www.cmgl.ca
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