MAG Silver Adopts New Shareholder Rights Plan to Replace Existing Rights Plan
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Vancouver, B.C. - MAG Silver Corp. (MAG: TSX; MVG: NYSE MKT) (the "Company", "MAG", "we" or "our" - https://www.commodity-tv.net/c/search_adv/?v=296157 ) announced today that its Board of Directors (the "Board") has adopted a "new generation" shareholder rights plan (the "New Rights Plan").
The New Rights Plan was adopted in connection with the amendments to Canadian securities laws governing the take-over bid regime that came into effect on May 9, 2016, and was not adopted in response to any proposal to acquire control of MAG. While these amendments address, in part, concerns related to ensuring that MAG's shareholders and the Board have adequate time to consider and evaluate an unsolicited bid and to ensuring that the Board has adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, the Company believes these amendments do not fully protect shareholders from unequal treatment. The New Rights Plan seeks to ensure that MAG's shareholders have an equal opportunity to participate in a change of control transaction. The New Rights Plan is not intended, nor will it operate, to prevent take-over bids.
MAG's existing shareholder rights plan will remain in place until the conclusion of MAG's upcoming meeting of shareholders to be held on June 15, 2016 (as adjourned or postponed, the "Meeting"), after which it, and the rights issued under it, will terminate.
Shareholders will be asked to approve and ratify the New Rights Plan at the Meeting. If the New Rights Plan is not approved and ratified at the Meeting, it, and the rights issued under it, will terminate at the conclusion of the Meeting.
Pursuant to the New Rights Plan, if a person, or a group acting jointly or in concert (each, an "Offeror"), acquires or announces an intention to acquire beneficial ownership of 20% or more of MAG's then outstanding common shares (other than pursuant to a "Permitted Bid"), rights issued under the New Rights Plan (other than those held by such Offeror, which will become void) will generally separate and permit the holders thereof to purchase additional common shares at a substantial discount to the then current market price of MAG's common shares. Any take-over bid made in compliance with National Instrument 62-104---Take-Over Bids and Issuer Bids to all of our shareholders by way of take-over bid circular will be a "Permitted Bid" and will not trigger the dilutive effects of the New Rights Plan.
The Toronto Stock Exchange has accepted notice of the New Rights Plan for filing subject to, among other things, it being approved and ratified by shareholders at the Meeting.
The description of the New Rights Plan in this news release is qualified in its entirety by the full text of the New Rights Plan, which is available under our profile on SEDAR at www.sedar.com and as filed with the U.S. Securities and Exchange Commission.
About MAG Silver Corp. (www.magsilver.com)
MAG Silver Corp. (MAG: TSX; MVG: NYSE MKT) is focused on advancing and exploring high grade district scale projects located within the Mexican Silver Belt. Our mission is to become one of the premier companies in the silver mining industry. Currently, we are developing the underground decline towards the high grade Valdecañas and Juanicipio silver veins in Zacatecas State, all within the joint venture between MAG Silver (44%) and Fresnillo PLC (56%). In addition, ongoing exploration continues within the Juanicipio joint venture, while the Company concurrently works on regaining surface access to our 100% owned Cinco de Mayo property in Chihuahua State.
For further information on behalf of MAG Silver Corp.
Contact: Michael J. Curlook, VP Investor Relations and Communications
Phone: (604) 630-1399
Free: (866) 630-1399
Fax: (604) 681-0894
Swiss Resource Capital AG