Canadian Oil Sands Ltd. adopted a new shareholder rights plan on Tuesday as it weighs an unsolicited takeover offer from rival firm Suncor Energy.

The move, known as a “poison pill,” would grant Canadian Oil Sands shareholders, other than the potential buyer, the right to purchase new shares at a significant discount.

The resulting dilution would help the company ward off a takeover.

The company has also set a 120 day window for accepting a permitted bid that would require Suncor’s current offer to be extended if it’s to be considered.

The current offer was made on October 5 and expires on December 4.

The new rights plan is in addition to, and does not replace, Canadian Oil Sands’ existing shareholder rights plan.

“The new rights plan is designed to ensure that Canadian Oil Sands’ shareholders and the board have adequate time to consider and evaluate Suncor’s offer and any other unsolicited take-over bid or other strategic alternatives,” Canadian Oil Sands said.

Suncor made an unsolicited all stock bid for the company on Monday slated to be worth about $3.3 billion.

Suncor has offered each Canadian Oil Sands shareholder 0.25 of a Suncor share per Canadian Oil Sands share.

Including Canadian Oil Sands’ estimated outstanding net debt of $2.3 billion as of June 30, 2015, the total transaction is valued at $5.05 billion, or C$6.6 billion.

Canadian Oil Sands said it was initially approached by Suncor in March “with a letter that contained no offer and provided no basis for further discussions.”

The company’s board then received a non-binding expression of interest on April 9 that was unanimously rejected because the implied price per share was less than Canadian Oil Sands’ closing price of $12.96 per share that day.

“Suncor’s recent offer is substantially less than the proposal rejected by the board in April 2015,” Canadian Oil Sands said.

The Toronto Stock Exchange has deferred its consideration to accept the new shareholder rights plan until the its “satisfied that the appropriate securities commission will not intervene pursuant to National Policy 62-202 – Take-Over Bids – Defensive Tactics,” the company added.

The new rights plan remains in effect pending review.

If Suncor’s current bid is successful it would also boost its stake in the Syncrude oil sands project near Fort McMurray, Alberta.

The project produced an average of 308,600 barrels per day in August and is operated by Syncrude Canada Ltd, a joint venture between seven firms.

Canadian Oil Sands holds the largest stake in the project with a 36.74 percent share while Suncor holds a 12 percent stake.


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