Arrowhead Pharmaceuticals Adopts Stockholder Rights Agreement
March 23 2017 - 7:30AM
Business Wire
Arrowhead Pharmaceuticals Inc. (NASDAQ: ARWR) today announced
that on March 21, 2017 it entered into a stockholder rights
agreement in accordance with an authorization and declaration from
its board of directors of a dividend distribution of one preferred
share purchase right on each outstanding share of the company’s
common stock. The rights agreement is intended to ensure that all
of the company’s stockholders receive fair and equal treatment and
realize the long-term value of their investment in the company in
the event of any proposed takeover of the company and to guard
against abusive tactics to gain control of the company without
paying all stockholders a premium for that control. The rights plan
was not adopted in response to any specific attempt to acquire the
company.
The rights will be exercisable only if a person or group
acquires 15% or more of the company’s outstanding common stock.
Each right will entitle stockholders to buy one one-thousandth of a
share of a new series of junior participating preferred stock at an
exercise price of $20. If a person or group acquires 15% of the
company’s outstanding common stock, each right will entitle its
holder (other than such person or members of such group) to
purchase for $20, a number of company common shares having a market
value of twice such price.
In addition, at any time after a person or group acquires 15% of
the company’s outstanding common stock (unless such person or group
acquires 50% or more), the company’s board of directors may
exchange one share of the company’s common stock for each
outstanding right (other than rights owned by such person or group,
which would have become void).
Prior to the distribution by the company of the rights to the
company’s stockholders, which will take place ten business days
after acquisition by a person or group of beneficial ownership of
15% of the company’s common stock, the rights are redeemable for
one cent per right at the option of the board of directors.
The dividend distribution was made on March 22, 2017, payable to
stockholders on that date and is not taxable to stockholders. The
rights will expire on March 21, 2018, unless the rights are earlier
redeemed or exchanged.
A copy of the stockholder rights plan will be contained in a
Form 8-K to be filed with the Securities and Exchange
Commission.
About Arrowhead Pharmaceuticals
Arrowhead Pharmaceuticals develops medicines that treat
intractable diseases by silencing the genes that cause them. Using
a broad portfolio of RNA chemistries and efficient modes of
delivery, Arrowhead therapies trigger the RNA interference
mechanism to induce rapid, deep, and durable knockdown of target
genes. RNA interference, or RNAi, is a mechanism present in living
cells that inhibits the expression of a specific gene, thereby
affecting the production of a specific protein. Arrowhead’s
RNAi-based therapeutics leverage this natural pathway of gene
silencing.
For more information, please visit www.arrowheadpharma.com, or
follow us on Twitter @ArrowheadPharma. To be added to the Company's
email list and receive news directly, please visit
http://ir.arrowheadpharma.com/alerts.cfm.
Safe Harbor Statement under the Private Securities Litigation
Reform Act:
This news release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements are based upon our
current expectations and speak only as of the date hereof. Our
actual results may differ materially and adversely from those
expressed in any forward-looking statements as a result of various
factors and uncertainties, including the safety and efficacy of our
product candidates, the duration and impact of regulatory delays in
our clinical programs, our ability to finance our operations, the
future success of our scientific studies, our ability to
successfully develop drug candidates, the timing for starting and
completing clinical trials, rapid technological change in our
markets, and the enforcement of our intellectual property rights.
Our most recent Annual Report on Form 10-K and subsequent Quarterly
Reports on Form 10-Q discuss some of the important risk factors
that may affect our business, results of operations and financial
condition. We assume no obligation to update or revise
forward-looking statements to reflect new events or
circumstances.
Source: Arrowhead Pharmaceuticals, Inc.
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version on businesswire.com: http://www.businesswire.com/news/home/20170323005429/en/
Arrowhead Pharmaceuticals, Inc.Vince Anzalone, CFA,
626-304-3400ir@arrowheadpharma.comorInvestor Relations:The
Trout GroupChad Rubin,
646-378-2947ir@arrowheadpharma.comorMedia:Russo PartnersRich
Allan, 646-942-5588rich.allan@russopartnersllc.com
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