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BioChem Pharma adopts shareholder rights plan.


LAVAL, Quebec--(BUSINESS WIRE)--May 1, 1995--The board of directors of BioChem Pharma Inc. today announced the adoption of a "Permitted Bid" Shareholder Rights Plan which is to be submitted for ratification The confirmation or adoption of an act that has already been performed.

A principal can, for example, ratify something that has been done on his or her behalf by another individual who assumed the authority to act in the capacity of an agent.
 to shareholders at BioChem's next annual General and Special Meeting to be held on June 7, 1995. The plan is effective immediately.

The plan is designed to ensure that sufficient time is permitted for the directors of BioChem and all shareholders to fully evaluate any offer and pursue alternatives to maximize shareholder value if a take-over bid is made for shares of BioChem. The plan is also intended to ensure that all of BioChem's shareholders are treated equally if a take-over bid is made. The plan is not intended to block take-over bids, and is not being adopted in response to any pending or threatened take-over bid. While the plan is similar to many plans adopted by other Canadian companies This is a list of companies from Canada.
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, it, in addition, reflects thorough consideration given to concerns expressed with respect to other recently implemented plans.

To implement the plan, the board authorized au·thor·ize  
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.

2. To give permission for; sanction:
 the distribution of one share purchase right for each outstanding common share of BioChem held of record at the close of business, Friday, April 28, 1995. Thereafter, one right will be issued with each new common share issued after April 28, 1995.

The rights issued to shareholders under the plan 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:
 the holder to acquire common shares of BioChem at a 50% discount to the prevailing market price upon a person or group acquiring 20% or more of the common shares of BioChem. However, the rights are not exercisable in the event of a "Permitted Bid."

A "Permitted Bid" is a take-over bid which provides for a minimum deposit period of at least 60 days and which is made to all shareholders. A "Permitted Bid" must also satisfy certain other conditions provided for in the Plan including that the bid be accepted by holders independent of the bidder depositing at least 50% of their shares in acceptance of the bid, in which case the bid must then be extended for a further period of 15 business days.

The rights will not be exercisable and will not trade separate and apart from the common shares at any time prior to a person or group acquiring, or announcing an intention to acquire (in a manner that does not constitute a "Permitted Bid") 20% or more of BioChem's common shares. Certain holdings of common shares, such as positions by investment managers, trust companies for managed accounts, and pension funds holding less than 30% of the common shares, will not trigger the Plan unless the holders participate in a take-over bid for BioChem.

The Plan is operative OPERATIVE. A workman; one employed to perform labor for another.
     2. This word is used in the bankrupt law of 19th August, 1841, s. 5, which directs that any person who shall have performed any labor as an operative in the service of any bankrupt shall be
 for a five year period expiring ex·pire  
v. ex·pired, ex·pir·ing, ex·pires

v.intr.
1. To come to an end; terminate: My membership in the club has expired.

2.
 not later than June 30, 2000. To remain effective, the Plan must be approved by more than 50% of the votes cast at the upcoming Annual and Special General Meeting.

BioChem Pharma is an international biopharmaceutical company dedicated to the research, development and commercialization of innovative products for the detection, prevention and treatment of human diseases. The company's shares are traded on the Montreal and Toronto Stock exchanges Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 (BCH BCH Beach
BCH Banco Central de Honduras
BCH Boot Console Handler
BCH Boulder Community Hospital (Boulder, CO, USA)
BCH Broadcast Channel
BCH Belfast City Hospital
BCH Banco Central-Hispano
) and on NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
 (BCHXF). The company was recently added to the Toronto Stock Exchange's TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
 100 index.

CONTACT: BioChem Pharma, Inc.

Christine Lennon, 514/978-7771

or

Dewe Rogerson Inc.

Kate de Santis, 212/688-6840
COPYRIGHT 1995 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1995, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:May 1, 1995
Words:559
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