Take-Over Bid for Rutter
Rutter Inc, a provider of innovative technologies and engineering solutions, announced that it has been advised by Messrs. Fraser Edison, James White, Ryan Hinz and Donald Clarke (collectively, the "Offerors") that a corporation controlled by the Offerors intends to make an unsolicited take-over bid for all of the outstanding common shares of Rutter not already owned by the Offerors and their associates on or after January 17, 2014 at a price of $0.061 per common share. The Offerors are members of the Board of Directors of Rutter.
The Board of Directors of Rutter has formed a committee consisting of Messrs. Gary Bruce and David Slager (the "Committee"), each of whom is an independent director, to evaluate the proposed offer and the alternatives for Rutter. The Committee has retained the Farber Financial Group to prepare a formal valuation of the common shares of Rutter, which is expected to be completed shortly. If the Offerors proceed with the proposed offer, shareholders will have a minimum of 35 days after the Offerors have filed a take-over bid circular to respond to the offer. Therefore, the Committee urges Rutter shareholders not to deposit any shares and not to take any actions with respect to the offer until the Committee has completed its full review and consideration of the offer and provided shareholders with its consideration and any recommendation in respect of the offer in a directors' circular. Shareholders will be promptly notified of any recommendation by the Committee through a news release and circular in accordance with applicable securities laws.
As of the date hereof, the Offerors and their associates collectively beneficially own, control or direct, directly or indirectly, 38.9% of the issued and outstanding common shares of Rutter.