Canadian Helicopters Income Fund

Canadian Helicopters Income Fund

January 09, 2007 17:05 ET

Canadian Helicopters Income Fund Enacts Unit Holder Rights Plan

MONTREAL, QUEBEC--(CCNMatthews - Jan. 9, 2007) - Canadian Helicopters Income Fund (the "Fund") (TSX:CHL.UN), announced today that the Fund's Board of Trustees has decided to implement a Unitholder Rights Plan (the "Plan") to encourage the fair treatment of unitholders should a take-over bid be made for the Fund and that the Toronto Stock Exchange has accepted the Plan.

The Plan is effective as of January 9, 2007 and will provide the Board of Trustees of the Fund (the "Board") and the unitholders more time to consider fully any unsolicited take-over bid for the Fund. The Plan is intended to discourage coercive or unfair take-over bids and gives the Board time to pursue alternatives to maximize unitholder value, if appropriate, in the event of an unsolicited take-over bid.

The Plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of the Fund. The Plan must be ratified by unitholders within six months of the effective date of the Plan. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the third annual meeting of Fund unitholders following the meeting at which the Plan is ratified by unitholders unless the Plan is reconfirmed and extended at such meeting.

"The Board is of the view that the recent weakness of the unit price of the Fund in the wake of the October 31, 2006 announcement by the federal government of Canada relating in particular to the regulation and tax treatment of income funds, has created an environment where an opportunistic take-over offer could be made for the Fund. Such an offer may not be in the best interests of all unitholders. Consequently, the Board has taken a pro-active approach and implemented a Unitholders Rights Plan, the benefit of which extends to our unitholders should an offer be made for the Fund", said Mr. Jean Guertin, Chairman of the Board.

The rights issued under the Plan will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20% or more of the outstanding units of the Fund without complying with the "Permitted Bid" provisions of the Plan or without approval of the Board. Should such an acquisition occur, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase units of the Fund at a substantial discount to the market price at the time.

Under the Plan, a "Permitted Bid" is a bid made to all unitholders of the Fund and is open for acceptance for not less than 60 days. If, at the end of such 60-day period, at least 50% of the outstanding units, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the units but must extend the bid for a further period of no less than 10 days to allow other unitholders to tender. The Plan is similar to other unitholder or shareholder rights plans recently adopted by several other Canadian income funds and companies and approved by their respective unitholders or shareholders. A complete copy of the Plan will be filed on SEDAR.

About Canadian Helicopters Income Fund

Through Canadian Helicopters Limited, Canadian Helicopters Income Fund is the largest helicopter transportation services company operating onshore in Canada and one of the largest in the world based on the size of its fleet. From 43 base locations across Canada, Canadian Helicopters provides helicopter services to a broad range of sectors, including emergency medical services, infrastructure maintenance, utilities, oil and gas, forestry, mining and construction. In addition to helicopter transportation services, Canadian Helicopters operates three flight schools and provides third party repair and maintenance services. With over 50 years of experience, Canadian Helicopters is an industry leader in establishing safety standards and operating procedures.

Contact Information

  • Canadian Helicopters Limited
    Jean-Pierre Blais
    Canadian Helicopters Limited
    Don Wall
    Senior Executive Vice President