TORONTO – Maple Leaf Foods Inc. has entered into a shareholder rights plan agreement that has been adopted coincident with the previously announced termination on June 30 of the shareholders agreement between the company's two largest shareholders, McCain Capital Corporation (M.C.C.) and the Ontario Teachers' Pension Plan Board (O.T.P.P.B.).

A special committee has also been formed by the board of directors, which is made up of seven directors who are independent of both M.C.C. and the O.T.P.P.B., to consider any matter that may appear as a result of the termination of the shareholders agreement. The special committee recommended to the board of directors that the rights plan be adopted.

Effective immediately, the rights plan is designed to allow the board of directors of Maple Leaf and its shareholders sufficient time to consider any transaction involving the acquisition or proposed acquisition of 20% or more of the outstanding voting common shares of the company and any alternatives to such transaction that may arise and to ensure the fair treatment of shareholders should any such transaction be initiated.

Company executives point out the rights plan was not adopted in response to an actual or anticipated transaction and it has a three-year term, provided, however, it will expire on the six-month anniversary of its adoption should shareholder approval of the rights plan not be obtained prior to that time.