Q: What is the Board of Directors doing in response to the Pala offer?
A: The Board of Directors has established a Special Committee, which, along with the Board of Directors, is working to evaluate strategic alternatives to enhance shareholder value. The Special Committee has retained RBC Capital Markets as independent financial advisor and McCarthy T�trault LLP as independent legal advisor. The Special Committee is carefully considering the proposal with the assistance of its independent financial and legal advisors and expects to make a recommendation within 10 businesss days.
Q: Should I accept or reject the Pala offer?
A: The Board of Directors, and in particular the Special Committee, are carefully considering the proposal with the assistance of their independent financial and legal advisors. Rockwell will issue a Directors' Circular that will contain important information for shareholders, including the Board's recommendation regarding the offer, within 10 business days. Rockwell advises shareholders to not deposit any common shares to the Pala offer and to not take any other action concerning the offer until shareholders have received further communications from the Board of Directors.
Q: You have referred to this as a �hostile� takeover bid. What do you mean?
A: In a friendly takeover, the two companies work together to come to an agreement that would enhance shareholder value. Pala, however, initiated its offer without affording Rockwell a reasonable opportunity to discuss its unsolicited proposal. Given this, the Pala offer should be considered a hostile offer.
Q: Why have you not accepted the Pala offer?
A: We have neither accepted nor rejected the Pala offer. In order to properly serve the interests of shareholders, the Board of Directors must ensure that they carefully assess Pala's proposal and other strategic alternatives to enhance shareholder value before making a recommendation. This takes time that Pala has not afforded the Company before making their unsolicited offer public. Only once the proposal has been properly considered will the Board of Directors be in a position to make a recommendation to shareholders in relation to the proposal.
Q: Do I have to decide now?
A: No. You do not have to take any action at this time. The Pala offer is scheduled to expire on November 10, 2008 and is subject to a number of conditions that have yet to be satisfied. Given that the Board of Directors of Rockwell is considering strategic alternatives that may enhance shareholder value, the Board of Directors recommends that you do not take any action until closer to the expiry date of the Pala offer to ensure that you are able to consider all of the options available to you.
If you have already tendered Rockwell shares to the Pala offer and you decide to withdraw these Rockwell shares from the Pala offer, you must allow sufficient time to complete the withdrawal process prior to the expiry of the Pala offer. For more information on how to withdraw your Pala shares, you should contact your broker. [Update once an information agent has been retained.]
Q: How do I reject the Pala offer?
A: You need not do anything. Do not tender your Rockwell shares at this time.
Q: Can I withdraw my Rockwell shares if I have already tendered?
A: According to the Pala circular, you can withdraw your Rockwell shares at any time when the Rockwell shares have not been taken up by Pala and in certain other instances, as described in the offer circular.
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Best Regards,
Investor Services
Hunter Dickinson
Toll Free: 1-800-667-2114 | Main: 1-604-684-6365
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