Teachers’ rejects MFI shareholder rights plan, is converting holdings to reach 29.98% of outstanding common voting shares
TORONTO - Ontario Teachers' Pension Plan (Teachers'), the largest shareholder of Maple Leaf Foods Inc. (MFI) today announced that it opposes the shareholder rights plan adopted by the Board of Directors of MFI and announced last night.
"We will vote against the rights plan if it is put to a shareholder vote," said Neil Petroff, Teachers' Executive Vice-President, Investments, adding, "In the meantime we are considering all other options open to us with respect to challenging the adoption of this rights plan, which prevents us from exercising our legal rights as shareholders. We are also considering all of our options with respect to our MFI shareholdings."
Teachers' is converting 11,700,000 non-voting common shares into 11,700,000 voting common shares. With this share conversion, Teachers' will own 37,913,155 common voting shares representing 29.98% of the outstanding common voting shares. Teachers' will continue to own 10,300,000 non-voting common shares, and warrants exercisable into 2,193,913 voting common shares. As a result, Teachers' beneficially owns 36.27 % of the voting common shares, calculated on a partially-diluted basis.
Teachers' had, prior to the adoption of the rights plan, entered into a voting agreement with Sixmoront Corp. in respect of the voting of common shares, making Sixmoront Corp. its joint actor.
Finally, Teachers' has entered into an understanding with MFI as to the basis upon which any secondary offering by Teachers' would be completed.
With $96.4 billion in assets as of December 31, 2009, the Ontario Teachers' Pension Plan is the largest single-profession pension plan in Canada. An independent organization, it invests the pension fund's assets and administers the pensions of 289,000 active and retired teachers in Ontario. For more information visit www.otpp.com
Director, Communications and Media Relations
Ontario Teachers' Pension Plan