|By Marketwired .||
|June 23, 2014 09:13 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 06/23/14 -- Scorpio Mining Corporation (TSX: SPM) (the "Company") announced today that its board of Directors (the "Board") has adopted a shareholder rights plan (the "Rights Plan").
The Rights Plan is designed to ensure, to the extent possible, that all holders of common shares of the Company and the Board have adequate time to consider and evaluate any unsolicited bid for the common shares of the Company, provide the Board with adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate, to any unsolicited take-over bid and encourage the fair treatment of the Company's shareholders in connection with any unsolicited take-over bid. The Rights Plan has not been adopted in response to any actual or anticipated transaction.
Pursuant to the Rights Plan, one right will be issued in respect of each common share of the Company outstanding as at the close of business on June 23, 2014 and each common share issued thereafter. Subject to the terms of the Rights, Plan, the rights will become exercisable if a person, together with its affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of common shares which, when aggregated with its holdings, total 15% or more of the Company's outstanding common shares (determined in the manner set out in the Rights Plan) without, among other things, complying with the "permitted bid" provisions of the Rights Plan or otherwise, in certain circumstances, obtaining Board approval. Following any such acquisition of beneficial ownership of 15% or more of the Company's outstanding common shares, each right held by a person other than the acquiring person and any related persons would, upon exercise, entitle the holder thereof to purchase common shares of the Company at a substantial discount to the market price of the common shares at that time. The Board has the discretion to defer the time at which the rights become exercisable and to waive the application of the Rights Plan in certain circumstances.
Under the Rights Plan, a "permitted bid" is a take-over bid that, among other things, is made to all holders of common shares, is open for a minimum of 90 days, is subject to an irrevocable minimum tender condition of at least 50% of the common shares held by independent shareholders and, if the preceding criteria are met, is extended for at least a further 10 days.
Current shareholders of the Company that beneficially own 15% or more of the Company's common shares will not trigger the application of the Rights Plan provided they do not increase their beneficial ownership of common shares, except through one of the exemptions contained in the Rights Plan.
The Rights Plan has a ten year term, provided that it will expire on the six-month anniversary of its adoption if the Rights Plan is not ratified by the Company's shareholders at a meeting to be held within six months of the date of the adoption of the Rights Plan. In the event that the Rights Plan is so ratified, it will continue in effect until the third annual meeting of shareholders thereafter, unless reconfirmed by the Company's shareholders at such meeting.
The Company understands that the Toronto Stock Exchange (the "TSX") will defer its consideration for acceptance of the Rights Plan until it is determined that the Ontario Securities Commission will not intervene in the event of a take-over bid for the Company. The Company also understands that, per TSX rules, acceptance of the Rights Plan by the TSX will also be conditional upon receipt of requisite shareholder approval.
A deferral of acceptance of the Rights Plan by the TSX does not affect the adoption or operation of the Rights Plan, which will remain operative and effective for a minimum of six months from the date of adoption on June 23, 2014, unless earlier terminated. A copy of the Rights Plan will be available under the Company's profile on SEDAR at www.sedar.com, and the foregoing summary is qualified in its entirety by reference to the full Rights Plan as filed.
This news release includes certain statements that may be deemed "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the Company's ability to respond to a hostile bid, plans to seek shareholder approval, or the effectiveness of the Rights Plan, operations, exploration and development plans, expansion plans, estimates, expectations, forecasts, objectives, predictions and projections of the future. Generally, these forward-looking statements can be identified by the forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "projects", "intends", "anticipates", or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "can", "could", "would", "might", or "will" "be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Scorpio Mining Corporation to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the exploration and development and operation of the Company's projects in Mexico, risks related to international operations, construction delays and cost overruns, the actual results of current exploration, development and construction activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of silver, zinc, copper, lead and gold, risks relating to completing acquisition transactions as well as those factors discussed in the sections relating to risk factors of our business filed in Scorpio Mining Corporation's required securities filings on SEDAR, including its Annual Information Form dated March 13, 2014. Although Scorpio Mining Corporation has attempted to identify important factors that could cause results to differ materially from those contained in forward-looking statements, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended.
There can be no assurance that any forward-looking statements will prove accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Scorpio Mining Corporation does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.
Cloud Expo, Inc. has announced today that Aruna Ravichandran, vice president of DevOps Product and Solutions Marketing at CA Technologies, has been named co-conference chair of DevOps at Cloud Expo 2017. The @DevOpsSummit at Cloud Expo New York will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and @DevOpsSummit at Cloud Expo Silicon Valley will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Mar. 1, 2017 04:15 PM EST Reads: 2,539
In his session at @ThingsExpo, Dr. Robert Cohen, an economist and senior fellow at the Economic Strategy Institute, will present the findings of a series of six detailed case studies of how large corporations are implementing IoT. The session will explore how IoT has improved their economic performance, had major impacts on business models and resulted in impressive ROIs. The companies covered span manufacturing and services firms. We will also explore servicification, how manufacturing firms ...
Mar. 1, 2017 04:03 PM EST
SYS-CON Events announced today that Cloud Academy will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Cloud Academy is the industry’s most innovative, vendor-neutral cloud technology training platform. Cloud Academy provides continuous learning solutions for individuals and enterprise teams for Amazon Web Services, Microsoft Azure, Google Cloud Platform, and the most popular cloud computing technologies. Ge...
Mar. 1, 2017 03:45 PM EST Reads: 2,131
Building a cross-cloud operational model can be a daunting task. Per-cloud silos are not the answer, but neither is a fully generic abstraction plane that strips out capabilities unique to a particular provider. In his session at 20th Cloud Expo, Chris Wolf, VP & Chief Technology Officer, Global Field & Industry at VMware, will discuss how successful organizations approach cloud operations and management, with insights into where operations should be centralized and when it’s best to decentraliz...
Mar. 1, 2017 03:30 PM EST Reads: 2,267
In his keynote at 19th Cloud Expo, Sheng Liang, co-founder and CEO of Rancher Labs, discussed the technological advances and new business opportunities created by the rapid adoption of containers. With the success of Amazon Web Services (AWS) and various open source technologies used to build private clouds, cloud computing has become an essential component of IT strategy. However, users continue to face challenges in implementing clouds, as older technologies evolve and newer ones like Docker c...
Mar. 1, 2017 03:30 PM EST Reads: 2,083
Artificial Intelligence has become a topic of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming Cloud Expo | @ThingsExpo at the Javits Center in New York, June 6-8, will find fresh new content in a new track called Cognitive Computing | Artificial Intelligence, Machine Learning, Deep Learning. Cloud Expo is still accepting submissions for this new track, so please visit www.cloudcomputingexpo.com for the latest information. 2...
Mar. 1, 2017 03:15 PM EST Reads: 340
Containers have changed the mind of IT in DevOps. They enable developers to work with dev, test, stage and production environments identically. Containers provide the right abstraction for microservices and many cloud platforms have integrated them into deployment pipelines. DevOps and containers together help companies achieve their business goals faster and more effectively. In his session at DevOps Summit, Ruslan Synytsky, CEO and Co-founder of Jelastic, reviewed the current landscape of Dev...
Mar. 1, 2017 03:15 PM EST Reads: 6,687
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
Mar. 1, 2017 03:15 PM EST Reads: 2,930
SYS-CON Events announced today that Outlyer, a monitoring service for DevOps and operations teams, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Outlyer is a monitoring service for DevOps and Operations teams running Cloud, SaaS, Microservices and IoT deployments. Designed for today's dynamic environments that need beyond cloud-scale monitoring, we make monitoring effortless so you ...
Mar. 1, 2017 03:15 PM EST Reads: 482
SYS-CON Events announced today that TMC has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo and Big Data at Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY, , and the 21st International Cloud Expo, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Global buyers rely on TMC’s content-driven marketplaces to make purchase decisions and navigate markets. Learn how we can he...
Mar. 1, 2017 03:15 PM EST Reads: 418
Containers have changed the mind of IT in DevOps. They enable developers to work with dev, test, stage and production environments identically. Containers provide the right abstraction for microservices and many cloud platforms have integrated them into deployment pipelines. DevOps and Containers together help companies to achieve their business goals faster and more effectively. In his session at DevOps Summit, Ruslan Synytsky, CEO and Co-founder of Jelastic, reviewed the current landscape of D...
Mar. 1, 2017 03:00 PM EST Reads: 6,344
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
Mar. 1, 2017 02:45 PM EST Reads: 2,226
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smart...
Mar. 1, 2017 02:45 PM EST Reads: 1,034
SYS-CON Events announced today that Addteq will exhibit at SYS-CON's DevOps Summit at Cloud Expo, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Addteq specializes in creating innovative solutions to solve business processes through the use of DevOps automation. Addteq was founded on the firm belief that automation is essential for successful software releases. Addteq's products and services are centered around the fundamental approach of understanding the p...
Mar. 1, 2017 02:45 PM EST Reads: 148
In recent years, containers have taken the world by storm. Companies of all sizes and industries have realized the massive benefits of containers, such as unprecedented mobility, higher hardware utilization, and increased flexibility and agility; however, many containers today are non-persistent. Containers without persistence miss out on many benefits, and in many cases simply pass the responsibility of persistence onto other infrastructure, adding additional complexity.
Mar. 1, 2017 02:30 PM EST Reads: 1,978