RDM Corporation Adopts Shareholder Rights Plan, Advance Notice By-law and Launches Normal Course Issuer Bid

WATERLOO, ON, Dec. 20, 2013 /CNW/ - RDM Corporation (TSX:RC), a leader in remote deposit capture (RDC) solutions , today reported that its Board of Directors has approved:  (i) the adoption of a Shareholder Rights Plan (the "Rights Plan"); (ii) by-law amendments providing for advance notice of director nominees and (iii) the implementation of a Normal Course Issuer Bid.

Shareholder Rights Plan

On December 19, 2013, the Board of Directors of RDM authorized, subject to final regulatory and shareholder approval, adoption of the Rights Plan pursuant to a Shareholder Rights Plan Agreement dated December 19, 2013 between RDM and CST Trust Company (the "Rights Agent"). A copy of the Rights Plan has been filed on SEDAR at www.sedar.com.

RDM will be seeking shareholder ratification of the Rights Plan at its next annual and special meeting (the "Meeting"). The Rights Plan must be approved by a majority of the "Independent Shareholders" of RDM. An "Independent Shareholder" is generally any shareholder other than an "Acquiring Person" (as defined in the Rights Plan) and its associates and affiliates.  As of the date of the Rights Plan, RDM is not aware of any shareholder that would not be considered an Independent Shareholder.

If the Rights Plan is ratified, shareholders of record will be granted one right for each common share (a "Common Share") held as of date of adoption of the Rights Plan.  In addition, all Common Shares issued subsequent to such date but prior to the "Separation Time" (as defined in the Rights Plan) will also have one right attached to them. In the event that a take-over bid is made that does not come within the definition of a "Permitted Bid" (as defined in the Rights Plan), the rights will entitle their holders, other than rights held by persons making the bid, to acquire Common Shares at a substantial discount to market prices at the time the bid is made.

Shareholder approval of the Rights Plan is not required by law but is required by applicable stock exchange rules. The Rights Plan has been conditionally accepted by the Toronto Stock Exchange subject to the approval of the shareholders of RDM at the Meeting. If ratified, the Rights Plan will have an initial term which expires at the annual meeting of shareholders of RDM to be held in 2017, and the Rights Plan may be extended for a second term lasting until the annual meeting of shareholders to be held in 2020.

By-law Amendments

RDM's Board of Directors has also approved an amendment to its by-laws to include advance notice provisions, the purpose of which is to require that advance notice be provided to the Company in circumstances in which nominations of persons for election to the board of directors of the Company are made by shareholders other than pursuant to the requisition of a meeting or a shareholder proposal in accordance with the Canada Business Corporation Act ("CBCA").

The by-law amendment fixes a deadline by which shareholders must provide notice to the Company of nominations for election to the board, and sets out the information that a shareholder must include in the notice for it to be valid.

In the case of an annual meeting of shareholders, the notice must be delivered to the Company no fewer than 30 days and no more than 65 days prior to the date of the meeting (except that, if the meeting is called for a date that is fewer than 50 days after the first public filing or announcement of the date of the meeting, the notice must be delivered no more than 10 days after the date of that public filing or announcement).

In the case of a special meeting of shareholders (which is not also an annual meeting), the notice must be delivered to the Company no more than 15 days after the date of the first public filing or announcement of the date of the meeting.

In addition to the advance notice provisions, the by-laws have been amended to reflect changes in the CBCA and to increase the quorum for a meeting of shareholders from ten per cent to twenty per cent and to decrease the number of shareholders required to be in attendance from five to three.

The by-law amendment is effective immediately. In accordance with the CBCA, the amendment will be submitted to the shareholders for confirmation at the Company's next shareholders meeting.

The amendment, containing the full details of the advance notice provisions, is being filed under the Company's profile on SEDAR at www.sedar.com and will be available upon request by contacting Rui Malhinha/Dora Menjhart at email: [email protected]; telephone:  [phone] ext. 284 or email: [email protected]; telephone:  [phone] ext. 221.

Normal Course Issuer Bid

RDM announced today that its Board of Directors has approved a Normal Course Issuer bid for the purchase of up to 1,072,611 common shares, representing approximately 5 per cent of the issued and outstanding common shares as of December 20, 2013. Subject to regulatory approval, the Company may purchase the shares during the 12-month period commencing two trading days following the date of acceptance by the TSX of the Company's notice of intention to make a normal course issuer bid. Any purchases will be made through the facilities of the TSX at prevailing market prices in accordance with regulatory requirements. RDM will cancel any common shares purchased pursuant to the normal course issuer bid.

RDM's Board of Directors believes the Company's common shares are currently an attractive investment and that normal course purchases at recent market prices may represent an attractive investment and a desirable use of its available funds. As at December 20, 2013, the Company had 21,452,226 issued and outstanding common shares.

Randy Fowlie, CEO of the Company said, "With our upcoming annual and special meeting, we are taking this opportunity to update and modify our corporate by-laws to bring them more in line with current public company practices and legislation.  In addition, we are re-instating a Rights Plan and Normal Course Issuer Bid".

About RDM Corporation

RDM Corporation (www.rdmcorp.com), is a leading provider of remote deposit capture (RDC) and complex desktop remittance processing solutions designed to help clients simplify the way they do business. Four of the top ten financial institutions in the United States use RDM's payment processing solutions. RDM processes over $600 billion in payments annually and helps corporations and financial institutions increase revenue, expand market share and improve customer service for over 30,000 end-users. RDM serves 32 percent of the top 100 Fortune 500 companies including brokerage firms, big box retailers, healthcare and insurance providers, and government entities.

For over 25 years, RDM has worked with clients to provide both software and hardware solutions including web-based and mobile RDC for large corporate clients and small businesses, transactional data management, and manufactures a wide range of digital imaging scanners. RDM was recently named to the Branham300 list, which highlights the top Canadian and multinational companies servicing the Information and Communication Technology (ICT) marketplace.

Forward-looking statements

This news release contains forward-looking statements. Forward-looking statements are based on estimates and assumptions made by RDM in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that RDM believes are appropriate in the circumstances. Many factors could cause RDM's actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements. Risk factors relating to RDM are discussed in the Risks and Uncertainties section of RDM's Annual Information Form and year-end Management's Discussion and Analysis. These factors should be considered carefully, and readers should not place undue reliance on RDM's forward-looking statements. RDM has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE: RDM Corporation

Randy Fowlie
President & CEO
RDM Corporation
[phone] x340
[email protected]

Rui Malhinha
Chief Financial Officer
RDM Corporation
[phone] x284
[email protected]