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Air Canada airplanes sit parked on the tarmac at the Calgary airportJeff McIntosh

ROSS MAROWITS

Air Canada's board has adopted a shareholder rights plan to make a hostile takeover more challenging even though the airline says it's not aware of anyone looking to buy the airline.

"The plan has not been adopted in response to any proposal or intention to acquire control of Air Canada, nor is Air Canada aware of any such effort, the company said in a news release ahead of issuing its proxy circular on Thursday.

The plan comes into effect immediately but must be ratified by shareholders at Air Canada's next annual meeting on May 5. It will expire after the annual meeting in 2014, unless terminated early.

The country's largest airline said the plan has been designed to ensure the fair treatment of all stockholders. It gives the board and shareholders more time to fully consider any takeover bid and to provide the board with more time to possibly pursue more-lucrative alternatives.

Under the plan, one right will be issued to each Class A and Class B share. The rights would become exercisable only when a person or group acquires or announces its intention to buy 20 per cent or more of the outstanding shares in each class without approval of the board.

If the plan is triggered, rights holders would be able to purchase shares at a discounted price.

Chris Murray of PI Financial Corp. described the plan as a standard procedure and doesn't believe any takeover bid is in the offing.

"This is just someone saying we should put one of these in place," he said in an interview.

He said these plans are meant to protect minority shareholders from being squeezed out in a takeover bid.

Mr. Murray added that trying to take over the airline would face foreign ownership limits and extensive federal government review. And he doesn't see anyone waiting in the wings at this time.

In the U.S., Casey's General Stores successfully rebuffed a hostile bid from Quebec-based Alimentation Couche-Tard last year after instituting one of the plans, known in financial slang as a "poison pill."

According to Thomson Reuters, the top 31 owners of Air Canada control 38 per cent of the airline's shares.

ACE Aviation Holdings , which was the majority owner of the airline after it was formed when Air Canada exited bankruptcy protection in 2004, is the largest shareholder with 31 million shares or 11 per cent. It earned $156-million from the December sale of 44 million Air Canada shares.



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