Profound Energy Inc.

Profound Energy Inc.

March 31, 2009 08:00 ET

Profound Energy Inc. Announces Shareholder Rights Plan and Reconfirms Its Recommendation That Shareholders Tender to the Take-Over Bid Proposed by Paramount Energy Trust

CALGARY, ALBERTA--(Marketwire - March 31, 2009) - Profound Energy Inc. ("Profound") (TSX:PFX) today announced that its board of directors has determined to implement a shareholder rights plan (the "Plan"). The Plan is effective immediately.

The Plan has been adopted in order to help ensure equal treatment of all of Profound's shareholders. The Plan is not intended to deter the recently announced take-over bid for all of the issued and outstanding common shares of Profound by Paramount Energy Trust (the "PET Bid"). The PET Bid is a "permitted bid" under the Plan and the Board of Directors of Profound recommends that holders of Profound common shares tender their common shares to the PET Bid.

To implement the Plan, the board of directors of Profound authorized the distribution of one share purchase right for each outstanding common share of Profound held of record. The rights issued to shareholders under the Plan will entitle the holder to acquire shares of Profound at a 50% discount to the prevailing market price upon a person or group acquiring 20% or more of the common shares of Profound. However, the rights are not exercisable in the event that a "permitted bid" is made.

The Plan provides that a "permitted bid" is a take-over bid which provides for a minimum deposit period of at least 35 days and which his made to all shareholders (regardless of the jurisdiction in which the shareholder resides). A "permitted bid" must also satisfy certain other conditions, including that a minimum of 50% of the outstanding shares (exclusive of shares held by the offeror) must be tendered into the bid after which time the bid must then be extended for a further period of 10 days.

The Plan will be submitted for ratification by common shareholders at the next annual and special meeting of shareholders of Profound. To remain effective, the Plan must be approved by more than 50% of the votes cast at that meeting. Adoption of the Plan is subject to TSX acceptance.

Profound's common shares are listed on the Toronto Stock Exchange (trading symbol "PFX').

Contact Information

  • Profound Energy Inc.
    William Davis
    President and Chief Executive Officer
    (403) 513-1379