Pethealth Inc.
TSX : PTZ

Pethealth Inc.

April 16, 2013 16:00 ET

Pethealth Inc. Adopts Shareholder Rights Plan

OAKVILLE, ONTARIO--(Marketwired - April 16, 2013) - Pethealth Inc. (TSX:PTZ) ("Pethealth" or the "Company") announced today that its board of directors (the "Board") has approved the adoption of a shareholder rights plan (the "Plan"). The Toronto Stock Exchange has conditionally approved the Plan. While the Plan comes into effect immediately, it is subject to shareholder ratification within six months of its adoption. The Company will seek shareholder ratification at its annual and special meeting of shareholders scheduled to be held on May 15, 2013.

The Plan is similar to other shareholder rights plans adopted by Canadian publicly listed companies and is designed to encourage the fair treatment of the Company's shareholders in the event of any take-over bid for the Company's common shares. It provides the Board with sufficient time to assess and evaluate any unsolicited take-over bid, and to explore and develop, if appropriate, alternatives that enhance shareholder value and to give shareholders adequate time to consider any such transaction.

In connection with the Plan, the Board authorized the issuance of one right in respect of each common share of the Company outstanding as of the close of business on April 16, 2013, and one right will attach automatically to each common share issued after such date. Each right entitles the holder of the right to purchase from the Company an additional common share of the Company at the exercise price, which has initially been set at CAD$50.00, subject to the terms and conditions set forth in the Plan.

The rights will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire beneficial ownership of common shares which, when aggregated with its current holdings, total 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the Plan or without the approval of the Board. Following the occurrence of such exercise event and subject to the terms and conditions of the Plan, each right would entitle the holder of the right, other than the acquiring person or any related persons, to exercise their right and purchase common shares of the Company at a substantial discount to the market price at that time.

The Plan is not intended to prevent take-over bids. Under the Plan, a "Permitted Bid" is to be made to all registered holders of common shares by way of a takeover bid circular prepared in accordance with applicable securities laws and must comply with certain other conditions.

There is currently no proposed or pending unsolicited take-over bid for the Company of which management is aware.

A copy of the Plan is available on the Company's website at www.pethealthinc.com and on SEDAR at www.sedar.com.

About Pethealth

Pethealth is North America's second largest provider of medical insurance for dogs and cats to pet owners, operating in the United States, Canada and the United Kingdom. In addition, the Company is the leading provider of management software to North American animal welfare organizations through its SaaS-based application and is the leading provider of pet related database management services to the North American companion animal industry. Pethealth offers a unique range of products and services for veterinarians, shelters and pet owners through a number of wholly owned subsidiaries using a range of brand names including PetCare, 24PetWatch, Pet Protect, Petpals Direct, ShelterCare, PetPoint, Petango.com and ThePetangoStore.com.

Pethealth is based in Oakville, Ontario. To find out more about Pethealth, visit the web site at www.pethealthinc.com.

Forward-looking statements

This press release contains information that is forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or the negative of these terms or other similar expressions concerning matters that are not historical facts.

Forward-looking information by its nature necessarily involves risks and uncertainties including, without limitation, the difficulty of predicting the current regulatory and supervisory environment, the timing and conditions to obtaining any regulatory approval, reliance on insurance underwriters for pet insurance policies, market acceptance and demand for existing and new products and services, including PetPoint and EVE Software and the 24PetWatch microchip program, the Company's ability to maintain and service new and existing customers, the protection of intellectual property associated with its products and services, the impact of competition generally and new competitive products, currency and foreign exchange fluctuations, risks associated with the Company's customer care solutions facility, and related risks and uncertainties. Additional risks and uncertainties affecting the Company can be found in the Company's Annual Information Form available on SEDAR at www.sedar.com. If any of these risks or uncertainties were to materialize or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained herein. The Company disclaims any intention or obligation, other than those required by security laws, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

  • Investor Relations Contacts:
    Pethealth Inc.
    Mark Warren
    President and Chief Executive Officer
    (905) 842-2615

    Pethealth Inc.
    Glen Tennison
    Chief Financial Officer
    (905) 842-2615