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ARIAD Adopts New Rights Plan.


Business Editors

CAMBRIDGE, Mass.--(BUSINESS WIRE)--June 19, 2000

ARIAD ARIAD Allison Research Index of Art and Design  Pharmaceuticals, Inc. (Nasdaq: ARIA) today announced that the Board of Directors adopted a new Rights Agreement dated as of June 8, 2000 between the Company and State Street Bank and Trust Company The State Street Bank and Trust Company is a bank. It was a subsidiary of the State Street Corporation, until it sold off the retail banking portion of this unit in 1999 to Citizens Financial Group (a subsidiary of the Royal Bank of Scotland), of Providence, RI. , as Rights Agent, and approved the declaration of a dividend distribution of one Preferred Share Purchase Right (a "Right") on each outstanding share of its Common Stock. In general, the Rights become exercisable if a person or group hereafter In the future.

The term hereafter is always used to indicate a future time—to the exclusion of both the past and present—in legal documents, statutes, and other similar papers.
 acquires 15% or more of the Common Stock of the Company or announces a tender offer for 15% or more of the Common Stock. The Board of Directors will in general be entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 to redeem redeem v. to buy back, as when an owner who had mortgaged his/her real property pays off the debt. The term also refers to paying the amount due and all charges after a foreclosure (due to failure to make payments when due) has begun.  the Rights at one cent per Right at any time before any such person hereafter acquires 15% or more of the outstanding Common Stock.

The Rights are not being distributed in response to any specific effort to acquire the Company. The Rights are designed to assure that all shareholders of the Company receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, open market accumulations and other tactics designed to gain control of the Company without paying all shareholders a fair price.

If a person hereafter acquires 15% or more of the outstanding Common Stock of the Company (the "Acquiring Person"), each Right will entitle en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 its holder to purchase, for an initial exercise price of $65, a number of shares of Common Stock having a market value at that time of twice the Right's exercise price. Rights held by the Acquiring Person will become void. If the Company is acquired in a merger or other business combination transaction after a person acquires 15% or more of the Company's Common Stock, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value at that time of twice the Right's exercise price.

The dividend distribution will be payable on July 19, 2000 to shareholders of record on June 19, 2000. The Rights will expire in ten years. The Rights distribution is not taxable to shareholders.

The Company also announced that the Board of Directors adopted two amendments to the Rights Agreement dated December 15, 1994, as amended a·mend  
v. a·mend·ed, a·mend·ing, a·mends

v.tr.
1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive.

2.
 between the Company and State Street Bank and Trust Company, as Rights Agent. As a result of these amendments, the adoption of the new Rights Agreement and the setting of a record date to distribute new Rights, the Rights Agreement dated December 15, 1994, as amended, between the Company and State Street Bank and Trust Company, as Rights Agent, is no longer in effect.

ARIAD Pharmaceuticals, Inc. (www.ariad.com) is a leader in the discovery and development of gene therapy, cell therapy, stem cell therapy stem cell therapy Cell therapy Molecular medicine A technology in which a person's own cells–eg, neuronal stem cells are triggered to revert to their primitive embryonic form, then redifferentiate into mature cells of various organs  and protein therapy products featuring dose-dependent regulation by small-molecule drugs, as well as small-molecule inhibitors of signal transduction Signal transduction

The transmission of molecular signals from a cell's exterior to its interior. Molecular signals are transmitted between cells by the secretion of hormones and other chemical factors, which are then picked up by different cells.
.
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Publication:Business Wire
Geographic Code:1USA
Date:Jun 19, 2000
Words:492
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