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Alnylam Adopts Rights Agreement.


CAMBRIDGE, Mass. -- Alnylam Pharmaceuticals Alnylam Pharmaceuticals Inc. (NYSE: ALNY), a biopharmaceutical company, engages in the development and commercialization of therapeutic products based on RNA interference (RNAi) in the United States. , Inc. (Nasdaq: ALNY), a leading RNAi therapeutics company, announced today that its Board of Directors has approved a Rights Agreement under which its stockholders will receive 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.
 purchase rights. The Rights Agreement, which is similar to plans adopted by many other public companies, is designed to protect the long-term value of the stockholders' investment and was not adopted in response to any current third-party attempt to acquire the company.

One right will be distributed as a non-taxable dividend on each outstanding share of common stock as of July 26, 2005. The rights will automatically trade with the underlying common stock and will not be immediately exercisable. Subject to the terms and conditions of the Rights Agreement, the rights will only become exercisable if a person acquires beneficial ownership of, or commences an offer for, 20 percent or more of Alnylam's common stock other than in a transaction approved by Alnylam's Board of Directors. Until a right is exercised, the holder thereof, as such, will have no rights as a stockholder of Alnylam, including the right to vote or to receive dividends.

"The Board believes the Rights Agreement is a prudent measure designed to safeguard the interests of our stockholders so that they receive fair and equal treatment in the event of any proposed takeover of Alnylam, and to guard against partial tender offers, squeeze-outs and other abusive tactics to gain control of Alnylam that could impair the Board's ability to represent stockholders' interests fully," said John Maraganore, Ph.D., President and Chief Executive Officer of Alnylam Pharmaceuticals.

If the rights become exercisable, the type and amount of securities receivable upon exercise would depend on the circumstances at the time of exercise. Initially, each right would allow the holder to purchase one one-thousandth of a share of a new series of preferred stock at an initial purchase price of $80.00. Further details about the Rights Agreement will be contained in a Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 to be filed today by Alnylam and in a letter that will be mailed to all stockholders of record following the record date.

About Alnylam

Alnylam is a biopharmaceutical company seeking to develop and commercialize novel therapeutics based on RNA interference RNA interference
n.
A process in which the introduction of double-stranded RNA into a cell inhibits the expression of genes.
, or RNAi. Growing from its foundation as the world's first company focused on RNAi therapeutics, the company's leadership in the field of RNAi is supported by its preeminent pre·em·i·nent or pre-em·i·nent  
adj.
Superior to or notable above all others; outstanding. See Synonyms at dominant, noted.



[Middle English, from Latin prae
 founders and advisors and its strengths in fundamental patents, technology, and know-how that underlie the commercialization of RNAi therapeutics. Alnylam is developing a pipeline of RNAi products using Direct RNAi(TM) to treat ocular ocular /oc·u·lar/ (ok´u-lar)
1. of, pertaining to, or affecting the eye.

2. eyepiece.


oc·u·lar
adj.
1. Of or relating to the eye or the sense of sight.
, central nervous system, and respiratory diseases Noun 1. respiratory disease - a disease affecting the respiratory system
respiratory disorder, respiratory illness

adult respiratory distress syndrome, ARDS, wet lung, white lung - acute lung injury characterized by coughing and rales; inflammation of the
 and Systemic RNAi(TM) to treat a broad range of diseases, including oncology, metabolic, and autoimmune diseases Autoimmune diseases
A group of diseases, like rheumatoid arthritis and systemic lupus erythematosus, in which immune cells turn on the body, attacking various tissues and organs.

Mentioned in: Complement Deficiencies, Premature Menopause
. The company's global headquarters are in Cambridge, Massachusetts This article is about the city of Cambridge in Massachusetts. For the English university town, see Cambridge, England. For other places, see Cambridge (disambiguation).
Cambridge, Massachusetts is a city in the Greater Boston area of Massachusetts, United States.
. For additional information, please visit www.alnylam.com.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jul 14, 2005
Words:470
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