ARIAD Settles Legal Actions With Promethean Group.Business Editors/Medical Writers CAMBRIDGE, Mass.--(BUSINESS WIRE)--Jan. 18, 2000 ARIAD ARIAD Allison Research Index of Art and Design Pharmaceuticals, Inc. (Nasdaq: ARIA) today announced that it has agreed with the Promethean Group to settle the previously announced legal actions between them pending in Delaware and New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of . As part of, and subject to the terms of, the settlement, ARIAD agreed to honor Promethean's notice to convert 612 shares of ARIAD's series C convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". into 1,078,038 shares of ARIAD common stock, and Promethean agreed to completely cover its 1,078,100 share short position in ARIAD common stock by February 7, 2000. In addition, ARIAD acquired Promethean's remaining 2,388 shares of ARIAD's series C preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. and Promethean's right to purchase additional shares of series C preferred stock from ARIAD, for the aggregate purchase price of $6.925 million. As part of the settlement, the parties also agreed to a four-year standstill agreement Standstill agreement Contract by which the bidding firm in a takeover attempt agrees to limit its holdings of another firm. standstill agreement . Pursuant to the settlement, all allegations against Promethean by ARIAD and all claims by Promethean against ARIAD are being dismissed with prejudice. After the closing of this agreement, ARIAD expects to have approximately 23.1 million shares of common stock outstanding and no shares of preferred stock outstanding. As of December 15, 1999, the total outstanding short position in ARIAD common stock as reported by Nasdaq was 1,088,158 shares. "ARIAD is proceeding with this settlement to avoid the distraction and expense of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. and to allow us to focus on ARIAD's important business and product development opportunities," said Harvey J. Berger, M.D., chairman and chief executive officer of ARIAD. "Combined with the recent sale of our interest in our genomics joint venture to Aventis, the acquisition of rights to our osteoporosis drug candidates, and very exciting progress in our regulated gene therapy program, this represents an important step in redefining our business and financial structure," added Dr. Berger. ARIAD Pharmaceuticals (www.ariad.com) is engaged in the discovery and development of novel therapeutics based on 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. technology. ARIAD is developing small-molecule drugs to block intracellular signaling pathways that play a critical role in major diseases, including osteoporosis and various immune-related disorders. ARIAD is also developing ARGENT ar·gent n. 1. Heraldry The metal silver, represented by the color white. 2. Archaic Silver or something resembling it. (TM), a proprietary gene regulation technology for orally active protein therapy and cellular immunotherapy that utilizes small-molecule drugs to control intracellular signaling pathways in engineered cells. Some of the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, including, but not limited to, risks and uncertainties regarding the successful completion of the transaction described above, as well as risks and uncertainties relating to economic conditions, markets, products, competition, intellectual property, services and prices, key employees, future capital needs, dependence on the Company's collaborators and other factors discussed under the heading "Cautionary Statement Regarding Forward-Looking Statements" in ARIAD's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended December 31, 1998 filed with the Securities and Exchange Commission. |
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