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Calian Adopts Shareholder Rights Plan

  //business-finance.news-articles.net/content/2009/11/30/calian-adopts-shareholder-rights-plan.html
  Published in Business and Finance on Monday, November 30th 2009 at 9:15 GMT by Market Wire
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KANATA, ONTARIO--(Marketwire - Nov. 30, 2009) - All amounts in this release are in Canadian Dollars

Calian Technologies Ltd. (TSX:CTY) today announced that it has adopted a Shareholder Rights Plan.

The Rights Plan, which is effective immediately but is subject to shareholder approval, will provide the Board of Directors of the Company and the shareholders with more time than otherwise allowed for under existing Canadian legislation to fully consider any unsolicited take-over bid for the Company. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. Shareholders will be asked to confirm the Rights Plan at the Annual and Special Meeting of Shareholders to be held on February 5, 2010. If this confirmation is not received, the Rights Plan will terminate.

The rights issued under the Rights Plan become exercisable only when a person, including any party related to it or acting jointly with it, acquires or announces its intention to acquire 20% or more of the Company's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan. Should such an acquisition occur, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase common shares of the Company at a substantial discount to the market price at the time. Certain holdings of common shares, such as positions held by investment managers, trust companies for managed accounts and pension plans will not trigger the Rights Plan unless the holders are participating in making a take-over bid for the Company.

Under the Rights Plan, a Permitted Bid is a bid made to all shareholders that is open for not less than 60 days. If at the end of the 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 business days to allow other shareholders to tender.

The Rights Plan was not adopted in response to, or in anticipation of, any specific effort to acquire control of the Company and is not aimed at blocking bids, but is designed to ensure that any acquisition of control is through a public offer to all shareholders and that sufficient time is available to evaluate any offer. The Rights Plan is similar to plans adopted by other Canadian public companies. The Rights Plan has been approved by the Toronto Stock Exchange.

A complete copy of the Rights Plan will be filed with Canadian Securities Administrators and will be available at [ www.sedar.com ].

About Calian

Calian sells technology services to industry and government in Canada and around the world. Calian provides customers with ready access to an exceptional team of engineers, telecommunications and technology professionals, health care professionals and other highly qualified staff. The Business and Technology Services Division augments customer workforces with flexible short and long-term placements, recruitment and outsourcing of engineering, health care professionals and other skilled professionals. The Systems Engineering Division plans, designs and implements solutions for many of the world's space agencies and leading communications satellite manufacturers and operators, as well as providing contract manufacturing services for customers in North America.

DISCLAIMER

Certain information included in this press release is forward-looking and is subject to important risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors which could cause results or events to differ from current expectations include, among other things: the impact of price competition; the dependence on new product development; the impact of rapid technological and market change; the ability of Calian to integrate the operations and technologies of acquired businesses in an effective manner; general industry and market conditions and growth rates; international growth and global economic conditions, particularly in emerging markets and including interest rate and currency exchange rate fluctuations; and the impact of consolidations in the business services industry. For additional information with respect to certain of these and other factors, see the reports filed by Calian with the Ontario Securities Commission. Except as may be required by applicable law or stock exchange regulators, Calian disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. If we do update one or more forward-looking statements, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements. No assurance can be given that actual results, performance or achievement expressed in, or implied by, forward-looking statements within this disclosure will occur, or if they do, that any benefits may be derived from them.