CALGARY, ALBERTA--(Marketwire - Jan. 16, 2008) - ChartwellTechnology Inc. ("Chartwell" or the "Corporation") (TSX:CWH), aleading provider of gaming software systems to the online and remotegaming industry announced today that its Board of Directors hasapproved the adoption of a Shareholder Rights Plan (the "Plan"),subject to acceptance by the Toronto Stock Exchange (the "TSX"). ThePlan, which is to be filed with the TSX as soon as practicable, isdesigned to ensure the fair treatment of shareholders in the eventof any take-over bid or any other attempt to acquire a controllinginterest in the Corporation and to give the Corporation adequatetime to identify alternative value enhancing transactions.
Chartwell is not adopting the Plan in response to, or inanticipation of, any specific take-over bid for the outstandingshares of the Corporation. The Plan is similar to shareholder rightsplans adopted by other Canadian corporations.
Under the terms of the Plan, one right ("Right") will be issuedby Chartwell in respect of each outstanding common share of theCorporation ("Common Share") to the shareholders of record, as wellas one Right in respect of each Common Share subsequently issued byChartwell. The Rights issued under the Plan will only becomeexercisable when a person, including any party related to it,acquires or announces its intention to acquire 20% or more of theoutstanding Common Shares of the Corporation without complying withthe Plan's "permitted bid" provisions. "Permitted bids" must, amongother requirements more fully described in the Plan, be made to allChartwell shareholders and must remain open for acceptance for aminimum of 60 days.
The Plan is subject to acceptance by the TSX, and is subject toratification by Chartwell's shareholders at the Corporation's annualmeeting of shareholders scheduled for March, 2008. If confirmed bythe shareholders at that meeting, the Plan will need to bereconfirmed at Chartwell's annual meeting in 2011.
The Plan will also be made available for viewing on the SEDARwebsite at www.sedar.com, once it has been filed with the TSX.
In addition, Chartwell intends to file with the TSX a notice ofits intention to make a normal course issuer bid (the "NCIB") forits Common Shares through the facilities of the TSX (the "Notice").
Subject to TSX approval, the Notice provides that Chartwell may,during the twelve-month period commencing after TSX acceptance ofthe Notice, purchase on the TSX up to 1,725,000 Common Shares, beingapproximately 10% of the "public float" (as defined in the policiesof the TSX) as at January 15, 2008. The price that Chartwell willpay for any such Common Shares will be the market price at the timeof acquisition and any Common Shares purchased under the NCIB willbe cancelled. The actual number of Common Shares that may bepurchased and the timing of any such purchases will be determined byChartwell. Chartwell's previous NCIB expired on September 25, 2006;accordingly, no Common Shares have been repurchased by theCorporation in the previous 12 months.
Chartwell believes that its Common Shares currently trade in aprice range that does not adequately reflect their underlying valuebased on Chartwell's assets and future business prospects. As aresult, depending upon future price movements and other factors,Chartwell believes that its outstanding Common Shares represent anattractive investment and a desirable use of a portion of itsavailable funds.
A copy of the Notice may be obtained by any shareholder ofChartwell, without charge, by contacting Chartwell's head office andwill be available for reviewing on the SEDAR website atwww.sedar.com.
About Chartwell
Chartwell specializes in the development of leading-edge gamingapplications and entertainment content for the Internet and wirelessplatforms and other remote access devices. Chartwell's Java andFlash based software products and games are designed for deploymentin gaming, entertainment, advertising and promotional applications.Chartwell does not participate in the online gaming business of itsclients. Chartwell's team of highly trained professionals iscommitted to delivering the highest quality software and maintainingits leading edge through continuous development and unparalleledcustomer support.
Chartwell invites you to preview our company and gamingapplications at www.chartwelltechnology.com.
Safe Harbor Statement under the Private Securities LitigationReform Act of 1995: Certain statements contained herein mayconstitute forward-looking statements. These statements relate tofuture events or our future performance. All statements other thanstatements of historical fact may be forward-looking statements.Forward-looking statements are often, but not always, identified bythe use of words such as "seek", "anticipate", "plan", "continue","estimate", "expect", "may", "will", "project", "predict","potential", "targeting", "intend", "could", "might", "should","believe" and similar expressions. These statements involve knownand unknown risks, uncertainties and other factors that may causeactual results or events to differ materially from those anticipatedin such forward-looking statements. We believe that the expectationsreflected in the forward-looking statements are reasonable basedupon management's current views but no assurance can be given thatthese expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Thesestatements speak only as of the date hereof. We do not intend, anddo not assume any obligation, to update conclusions, forecasts orprojections that may be contained in these forward-lookingstatements, whether as a result of new information, future events orotherwise. No assurance can be given that actual results,performance or achievement expressed in, or implied by these forward-looking statements will occur, or if they do, that any benefits maybe derived from them. Past results have been applied in drawing aconclusion or making a forecast or projection set out in the forward-looking information.
Our actual results could differ materially from those anticipatedin these forward-looking statements as a result of factors that mayinclude, but are not limited to: the impact of governmentregulation, the impact of price competition, loss of business orcredit risks associated with current and prospective majorcustomers, general industry and market conditions and growth rates,currency rate fluctuations, the impact of consolidations in theonline gaming industry and other risks detailed from time to time inChartwell's Annual Information Form and Management's Discussion andAnalysis, both of which may be found at www.sedar.com.
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