TORONTO, November 30, 2021 – ARHT Media Inc. (“ARHT Media” or the “Company“) [TSXV:ART], the global leader in the development, production and distribution of high-quality, low latency hologram and digital content, is pleased to announce that its board of directors (the “Board”) approved the adoption of a shareholder right plan (the “Plan”) dated November 29, 2021. The Plan has been conditionally accepted by the TSX Venture Exchange.
The purpose of the Plan is to provide both shareholders and the Board sufficient time to adequately consider a take-over bid and to ensure the fair treatment of shareholders in connection with a take-over bid. The Plan is similar to those adopted by other Canadian public companies. The Board and management are not currently aware of any party contemplating or preparing a proposal to acquire control of ARHT Media, but feel that the possibility for such a situation exists and that it is in the best interests of ARHT Media and its shareholders to adopt the Plan.
At the close of business on November 29, 2021 existing shareholders of ARHT Media were granted “Rights” to acquire additional common shares. The Rights were granted for no cash or non-cash consideration. These Rights are attached to each share as long as the Plan remains in effect. Each new shareholder who acquires the Company’s common shares, either pursuant to a new issue by the Company or in the secondary market, will also be entitled to the Rights attached to such common shares for no additional consideration.
The purpose of these Rights is to allow shareholders, other than the take-over bidder, to purchase, at a set exercise price, one common share of ARHT Media for each common share held. This Right is triggered only if a party acquires or announces its intention to acquire 20% or more of the outstanding shares of the Company and this proposed acquisition does not meet the requirements of a “Permitted Bid” set forth within the Plan. Under the Plan, only bids that meet certain specific requirements intended to protect the interests of all shareholders will qualify as Permitted Bids. Permitted Bids among other things must be made to all shareholders of ARHT Media, must remain open for one hundred and five (105) days and must be made by way of a take-over bid circular prepared in compliance with applicable securities laws.
The Board’s approval of the Plan is subject to the TSX Venture Exchange’s final acceptance and the ratification by the shareholders of ARHT Media at a meeting of shareholders within six months of the date upon which the Plan was approved. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the Company’s next annual meeting of shareholders, following the date upon which the Plan was adopted, unless the Plan is reconfirmed and extended at such meeting.
For those shareholders who wish to view the document in its entirety, the Plan will become available on SEDAR when it is mailed to shareholders in advance of ARHT Media’s next meeting of shareholders, at which the Plan will be put to shareholders for approval and ratification.
About ARHT Media
ARHT Media’s patented HoloPresence technology is a complete end-to-end solution that creates a sense of presence for audiences – as though the holographic presenter was actually live in the room. With no noticeable latency, ARHT Media makes two-way live communication with a 3D holographic presenter anywhere in the world possible. We can also playback pre-recorded content and 3D animations on our HoloPresence displays to deliver rich holographic experiences. Add to this our capability to stream the same content online on our premium Virtual Global StageTM.
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ARHT Media trades under the symbol “ART” on the TSX Venture Exchange.
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, the intention to exercise convertible securities of the Company; disclosure related to the Company’s sales funnel; the Company’s technology; the potential uses for the Company’s technology; the future planned events using the Company’s technology; the future success of the Company; the ability of the Company to monetize the ARHT Media technology; the development of the Company’s technology; and interest from parties in ARHT’s products. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic and competitive uncertainties; regulatory risks; risks inherent in technology operations; and other risks of the technology industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be 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 information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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