CELLPRO DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS.SEATTLE--(BUSINESS WIRE)--April 5, 1995--CellPro Inc. (Nasdaq: CPRO CPRO Columbia Pike Revitalization Organization CPRO Connecticut Peer Review Organization, Inc. ) today announced that its board of directors had declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of its common stock. The Rights are designed to assure that all stockholders receive fair and equal treatment in the event of any proposed takeover of the company, to guard against partial tender offers, squeeze-outs, open-market accumulations and other abusive Tending to deceive; practicing abuse; prone to ill-treat by coarse, insulting words or harmful acts. Using ill treatment; injurious, improper, hurtful, offensive, reproachful. tactics to gain control of the company without paying all stockholders a control premium. The Rights will be exercisable only if a person, or group, acquires 15%, or more, of CellPro's Common Stock, or announces a tender offer, the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of which would result in ownership by a person, or group, of 15%, or more, of the company's Common Stock. 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: stockholders to buy one one-hundredth of a share of a new series of junior participating preferred stock Participating Preferred Stock A type of preferred stock that, under certain conditions, gives holders the right to receive earnings payouts over and above the specified dividend rate. at an exercise price of $70.00 upon certain events. If, after the Rights become exercisable, CellPro Inc. is acquired in a merger, or other business combination transaction, or sells 50%, or more, of its assets or earnings power, each Right will entitle its holder to purchase, at the Right's then-current price, a number of the acquiring company's common shares having a market value, at the time, of twice the Right's exercise price. In addition, if a person, or group, acquires 15%, or more, of the company's outstanding Common Stock, each Right will entitle its holder (other than such person, or members of such group) to purchase, at the Right's then-current exercise price, a number of the company's common shares (or cash, other securities, or property) having a market value of twice the Right's exercise price. At any time within ten days after a person, or group, has acquired beneficial ownership of 15%, or more, of the company's Common Stock, the Rights are redeemable Redeemable Eligible for redemption under the terms of an indenture. for one cent per Right at the option of the board of directors. The Rights are intended to enable all stockholders to realize the long-term Long-term Three or more years. In the context of accounting, more than 1 year. long-term 1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term. value of their investment in the company. The Rights will not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the board prior to attempting a takeover. The dividend distribution will be made on May 8, 1995, payable to stockholders of record on that date. The Rights will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. on May 7, 2005. The initial distribution of Rights is not taxable to stockholders. CellPro, headquartered in Bothell, Wash., specializes in developing, manufacturing and marketing proprietary continuous-flow, cell-selection systems for use in a variety of therapeutic, diagnostic and research applications. CONTACT: CellPro Inc. Lee M. Parker, 206/485-7644 |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion