CALGARY,
April 29, 2013 /CNW/ -
(TSXV:PXL) Palliser Oil & Gas Corporation (the
"Corporation" or "Palliser") announced today that its
Board of Directors (the "Board") has adopted a Shareholder
Rights Plan (the "Rights Plan").
The Rights Plan is designed to provide
shareholders and the Board with adequate time to consider and
evaluate any unsolicited bid made for the Corporation, to provide
the Board with sufficient time to identify, develop and negotiate
alternatives for maximizing shareholder value, if considered
appropriate, to any such unsolicited bid, to encourage the fair
treatment of shareholders in connection with any take-over bid for
the Corporation and to ensure that any proposed transaction is in
the best interests of the shareholders of the Corporation.
The Rights Plan also protects against a "creeping bid"; namely a
situation where a small group of shareholders disposes of shares at
a premium to current price not shared with other Palliser
shareholders pursuant to an exempt takeover bid.
The Rights Plan was not proposed in response to,
or in anticipation of, any pending, threatened or proposed
acquisition or take-over bid. The Board did not adopt the Rights
Plan to prevent a take-over of the Corporation, to secure the
continuance of management, the directors of the Board in their
respective offices or to defer offers for the shares of the
Corporation. The issuance of the rights will not change the manner
in which shareholders trade their shares.
The Rights Plan is similar to other rights plans
adopted by many Canadian corporations. The Rights Plan is not
triggered if an offer to acquire Corporation shares is made as a
"permitted bid" and thereby allows sufficient time for the Board
and shareholders to consider and react to the offer. The plan
will be available for viewing at www.SEDAR.com.
The Rights Plan has been conditionally accepted
by the TSX Venture Exchange and is effective immediately. The
Rights Plan must be confirmed by Shareholders at a meeting to be
held within six months and it is presently proposed that the Rights
Plan will be put before Palliser shareholder for consideration at
the Corporation's Annual Meeting to be held on May 23, 2013.
Neither the TSX Venture Exchange not 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 news release.
About Palliser
Palliser is a Calgary-based junior oil and gas company
focused on high netback heavy oil production in the greater
Lloydminster area of Alberta and Saskatchewan.
Advisory
The information in this press release
contains certain forward-looking statements. These statements
relate to future events or our future performance. All statements
other than statements of historical fact may be forward-looking
statements. Forward-looking statements are often, but not always,
identified by the use of words such as "seek", "anticipate",
"plan", "continue", "estimate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe", "would" and similar expressions. These
statements involve substantial known and unknown risks and
uncertainties, certain of which are beyond Palliser's control,
including: the impact of general economic conditions; industry
conditions; changes in laws and regulations including the adoption
of new environmental laws and regulations and changes in how they
are interpreted and enforced; fluctuations in commodity prices and
foreign exchange and interest rates; stock market volatility and
market valuations; volatility in market prices for oil and natural
gas; liabilities inherent in oil and natural gas operations;
uncertainties associated with estimating oil and natural gas
reserves; competition for, among other things, capital,
acquisitions, of reserves, undeveloped lands and skilled personnel;
incorrect assessments of the value of acquisitions; changes in
income tax laws or changes in tax laws and incentive programs
relating to the oil and gas industry, geological, technical,
drilling and processing problems and other difficulties in
producing petroleum reserves; and obtaining required approvals of
regulatory authorities. Palliser's actual results, performance or
achievement could differ materially from those expressed in, or
implied by, such forward-looking statements and, accordingly, no
assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur or, if any of
them do, what benefits that Palliser will derive from them. Except
as required by law, Palliser undertakes no obligation to publicly
update or revise any forward-looking statements.
SOURCE Palliser Oil & Gas Corporation