LMS adopts shareholder rights plan
March 27 2008 - 8:57AM
PR Newswire (US)
MONTREAL, March 27 /PRNewswire-FirstCall/ -- LMS Medical Systems
(TSX: LMZ, AMEX: LMZ) ("LMS"), a healthcare technology company and
developer of the CALM(R) clinical information system and risk
management software tools for obstetrics, announced that the board
of directors (the "Board") of LMS has approved the adoption of a
shareholder rights plan ("Rights Plan") for which shareholder
approval will be sought at its annual meeting of shareholders to be
held August 12, 2008. The TSX has accepted notice for filing of the
Rights Plan. The purpose of the Rights Plan is to provide
shareholders and the Board with adequate time to consider and
evaluate any unsolicited bid made for LMS, to provide the Board
with adequate time to identify, develop and negotiate
value-enhancing alternatives, if considered appropriate, to any
such unsolicited bid, to encourage the fair treatment of
shareholders in connection with any take-over bid for LMS and to
ensure that any proposed transaction is in the best interests of
the shareholders of LMS. The Rights Plan is similar to other rights
plans adopted by many Canadian corporations. The Rights Plan is not
triggered if an offer to acquire common shares of LMS would allow
sufficient time for shareholders to consider and react to the
offer. The Rights Plan would allow shareholders to decide whether
to tender or not to tender their common shares without the concern
that they will be left with illiquid common shares of LMS should
they not tender. The issuance of the rights will not change the
manner in which shareholders trade their common shares of LMS. The
Rights Plan was not proposed in response to, or in anticipation of,
any pending, threatened or proposed acquisition or take-over bid.
The Board did not adopt the Rights Plan to prevent a take-over of
LMS, to secure the continuance of management or the directors in
their respective offices or to defer offers for the common shares
of LMS. ABOUT LMS LMS is a leader in the application of advanced
mathematical modeling and neural networks for medical use. The LMS
CALM(TM) Suite provides physicians, nursing staff, risk managers
and hospital administrators with clinical information systems and
risk management tools designed to improve outcomes and patient care
for mothers and their infants during childbirth. Except for
historical information contained herein, the matters discussed in
this news release are forward-looking statements. Because these
forward-looking statements involve risks and uncertainties, there
are important factors that could cause actual results to differ
materially from those expressed implied by the forward-looking
statements including, but without limitation, economic conditions
in general and in the healthcare market, the demand for and market
for our products in domestic and international markets, our current
dependence on the CALM product suite, the challenges associated
with developing new products and obtaining regulatory approvals if
necessary, research and development activities, the uncertainty of
acceptance of our products by the medical community, the lengthy
sales cycle for our products, third party reimbursement,
competition in our markets, including the potential introduction of
competitive products by others, our dependence on our distributors,
physician training, enforceability and the costs of enforcement of
our patents, potential infringements of our patents and the other
factors set forth from time to time in the Company's filings with
the United States Securities and Exchange Commission and with the
Canadian Securities Commissions. The Company has no intention of or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
DATASOURCE: LMS MEDICAL SYSTEMS INC. CONTACT: about LMS Medical
Systems: Yves Grou, Chief Financial Officer, LMS Medical Systems
Inc., (514) 488-3461 Ext. 238, Fax: (514) 488-1880, ,
http://www.lmsmedical.com/
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