Ag Growth International Inc.

Ag Growth International Inc.

December 20, 2010 17:29 ET

Ag Growth Adopts Shareholder Protection Rights Plan

WINNIPEG, MANITOBA--(Marketwire - Dec. 20, 2010) - Ag Growth International Inc. (TSX:AFN) ("Ag Growth" or the "Company") announces that its Board of Directors (the "Board") has adopted a Shareholder Protection Rights Plan (the "Rights Plan"). The Rights Plan is similar to existing shareholder rights plans adopted by other Canadian public companies. The Rights Plan has not been adopted in response to, or in anticipation of, any known take-over bid.

The Rights Plan's objectives are to ensure, to the extent possible, that all shareholders of the Company are treated equally and equitably in connection with any takeover bid for the Company. The Rights Plan discourages discriminatory, coercive or unfair takeovers of the Company and gives the Board time, if, in the circumstances, it is appropriate to take such time, to evaluate the proposed transaction and to conduct an orderly process to maximize shareholder value. Such process may include the solicitation of superior proposals, consideration of alternative structures, identification of other potential bidders or the conducting of an orderly auction.

The Rights Plan is subject to approval of the Toronto Stock Exchange, and requires approval by Ag Growth's shareholders within six months of the Rights Plan's effective date. It is anticipated that the Rights Plan will be submitted to shareholders for their consideration at Ag Growth's next annual meeting. If the Rights Plan is not confirmed by Ag Growth's shareholders, it will terminate and be void and of no further force and effect.

The Board has implemented the Rights Plan by authorizing the issuance of one right (a Right) in respect of each common share (the "Common Shares") of the Company outstanding at the close of business on December 20, 2010 (the "Record Time"). In addition, the Board authorized the issuance of one Right in respect of each additional Common Share issued from treasury after the Record Time. The Rights trade with and are represented by Ag Growth's Common Shares. Until such time as the Rights separate from the Common Shares, when they become exercisable, Rights certificates will not be distributed to shareholders.

If a person, or a group acting jointly or in concert, acquires (other than pursuant to an exemption available under the Rights Plan) beneficial ownership of 20 percent or more of the Common Shares, Rights (other than those held by such acquiring person which will become void) will separate from the Common Shares and permit the holder thereof to purchase that number of Common Shares having an aggregate market price (as determined in accordance with the Rights Plan) on the date of consummation or occurrence of such acquisition of Common Shares equal to four times the exercise price of the Rights for an amount in cash equal to the exercise price. The exercise price of the Rights pursuant to the Rights Plan is $150.00 per Right.

At any time prior to the Rights becoming exercisable, the Board may waive the operation of the Rights Plan with respect to certain events before they occur.

The issuance of the Rights is not dilutive and will not affect reported earnings or cash flow per share until the Rights separate from the underlying Common Shares and become exercisable or until the exercise of the Rights. The issuance of the Rights will not change the manner in which shareholders currently trade their Common Shares.

A copy of the Rights Plan will be available under the Company's profile on SEDAR at

Company Profile

Ag Growth is a leading manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, chain conveyors, grain storage bins, grain handling accessories, grain aeration equipment and grain drying systems. Ag Growth has ten manufacturing facilities in Canada, the U.S. and Finland and its sales, marketing, and distribution system distributes product in 48 states, nine provinces, and internationally.

Forward-Looking Statements

This press release contains forward-looking statements that reflect our expectations regarding the future growth, results of operations, performance, business prospects, and opportunities of the Company. Forward-looking statements may contain such words as "anticipate", "believe", "continue", "could", "expects", "intend", "plans", "will" or similar expressions suggesting future conditions or events. Such forward-looking statements reflect our current beliefs and are based on information currently available to us, including certain key expectations and assumptions concerning anticipated financial performance, business prospects, strategies, product pricing, regulatory developments, tax laws, the sufficiency of budgeted capital expenditures in carrying out planned activities and the cost of labour and services. Forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from results discussed in the forward-looking statements, including changes in international, national and local business conditions, crop yields, crop conditions, seasonality, industry cyclicality, volatility of production costs, commodity prices, foreign exchange rates, the cost and availability of capital and competition. These risks and uncertainties are described under "Risks and Uncertainties" in our MD&A for the year ended December 31, 2009 and in our most recently filed Annual Information Form. Although the forward-looking statements contained in this press release are based on what we believe to be reasonable assumptions, we cannot assure readers that actual results will be consistent with these forward-looking statements and we undertake no obligation to update such statements except as expressly required by law.

Contact Information

  • Ag Growth International Inc.
    Steve Sommerfeld
    Investor Relations