Aastra Technologies Limited
TSX : AAH

Aastra Technologies Limited

May 04, 2010 16:49 ET

Aastra Adopts Further Amendments to Its Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - May 4, 2010) - Aastra Technologies Limited (TSX:AAH) ("Aastra" or the "Corporation") previously announced that its Board of Directors had adopted an amended and restated Shareholder Rights Plan, which replaced its existing Shareholder Rights Plan which was originally adopted on April 17, 2007 by its Board of Directors and subsequently confirmed by its shareholders on May 24, 2007 (the "Rights Plan"). The Rights Plan as amended and restated (the "2010 Amended and Restated Plan") will be placed before shareholders for approval at the annual and special meeting of shareholders to be held on May 13, 2010 (the "2009 Annual Meeting").

The Rights Plan was originally adopted in order to ensure fair treatment of Aastra's shareholders in any transaction involving a take-over bid, and with its primary objective to provide its Board of Directors sufficient time to explore and develop alternatives for maximizing shareholder value if a take-over bid is made for Aastra and to provide every shareholder an equal opportunity to participate in such a bid.

Aastra is not aware of any pending or threatened take-over bid but rather is proposing some further amendments to its 2010 Amended and Restated Plan in response to comments received from RiskMetrics Group ("RiskMetrics"), a leading independent proxy voting advisory and corporate governance services firm, and in order to ensure that the 2010 Amended and Restated Plan conforms to RiskMetrics' current guidelines for shareholder rights plans. Aastra understands that in light of the proposed amendments, RiskMetrics will be recommending to its clients who hold shares of Aastra that they vote in favour of the 2010 Amended and Restated Plan.

As a result of the comments received from RiskMetrics, Aastra is amending the definitions of "Beneficial Owner" and "Permitted Lock-up Agreement" as well as section 1.6, "Acting Jointly or in Concert". To view the black-lined changes to the 2010 Amended and Restated Plan, visit the following link: http://media3.marketwire.com/docs/aah0504blackline.pdf.

The 2010 Amended and Restated Plan reflecting the amendments described above will be filed on the website maintained by the Canadian Securities Administrators at www.sedar.com.

About Aastra

Aastra Technologies Limited is a global company at the forefront of the Enterprise Communication market. Headquartered in Concord, Ontario, Canada, Aastra develops and delivers innovative and integrated solutions that address the communication needs of businesses small and large around the world. Aastra enables Enterprises to communicate and collaborate more efficiently and effectively by offering customers a full range of open standard IP-based and traditional communications networking products, including terminals, systems, and applications. For additional information on Aastra, visit our website at http://www.aastra.com. "Aastra" is a registered trademark of Aastra Technologies Limited.

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