There are no defence mechanisms against take-over bids in the Company’s Articles of Association, nor have other measures been implemented to specifically hinder acquisitions of shares in the Company.
The Kitron Board has established guiding principles in respect of take-over bid.
In a bid situation, the Board and management have an independent responsibility to help ensure that shareholders are treated equally, and that the Company’s business activities are not disrupted unnecessarily. The Board has a particular responsibility to ensure that shareholders are given sufficient information and time to form a view of the offer.
The Board should not hinder or obstruct the possibility of having take-over bids for the Company’s activities or shares.
The Board should actively seek other offers upon the receipt of a take- over bid if considered to be in the best common interest of the Company and its shareholders.
Agreements entered into between the Company and the bidder, or significant terms and conditions thereof, that are material to the market’s evaluation of the bid shall be publicly disclosed no later than at the same time as the announcement that the bid will be made is published.
In the event of a take-over bid for the Company’s shares, the Board should not exercise mandates or pass any resolutions with the intention or effect of a disposal of the Company’s activities, or material parts thereof, or otherwise obstructing the take-over bid unless this is approved by the general meeting following announcement of the bid.
The Board and management shall refrain from implementing any measures intended to protect their personal interests at the expense of the interests of shareholders following an intention to make a take-over bid or announcement of a bid.
If an offer is made for the Company’s shares, the Board shall issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The Board’s statement on the offer should make it clear whether the views expressed are unanimous, and if this is not the case it should explain the basis on which specific members of the board have excluded themselves from the Board’s statement. The statement shall include information as set out in section 6-16 of the Securities Act.
The Board should arrange for a valuation of the Company from an independent expert. The valuation should include an explanation, and shall be made public no later than at the time of the public disclosure of the Board’s statement.