Cardima Adopts Stockholder Rights Plan.Business Editors & Health/Medical Writers FREMONT, Calif.--(BW HealthWire)--May 22, 2002 Cardima, Inc. (Nasdaq: CRDM CRDM Control Rod Drive Mechanism CRDM Centre for Rapid Design and Manufacture (Buckinghamshire Chilterns University) CRDM Cumann Rince Dea Mheasa (Irish dancing organisation) ), developer of the REVELATION(TM) Tx and REVELATION(TM) Helix(TM) microcatheter systems for the treatment of atrial fibrillation atrial fibrillation Irregular rhythm (arrhythmia) of contraction of the atria (upper heart chambers). The most common major arrhythmia, it may result as a consequence of increased fibrous tissue in the aging heart, of heart disease, or in association with severe infection. (AF), announced today that its board of directors approved the adoption of a stockholder rights plan. The plan is designed to ensure that shareholders realize fair value and equal treatment in the event of an attempted takeover of the Company and to protect the Company and its shareholders against coersive takeover tactics. The plan was not adopted as a result of any existing or proposed potential takeover threat. Under the terms of the plan, Cardima is distributing one purchase right for each share of common stock outstanding to stockholders at the close of business on May 21, 2002. The Company will not issue a separate certificate for the rights unless and until they become exerciseable. Each right entitles the holder to purchase from the Company one one-hundredth of a share of a new series of 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 initial purchase price of $50.00. The rights will become exerciseable and will detach de·tach v. 1. To separate or unfasten; disconnect. 2. To remove from association or union with something. from the common stock for a specified period after any person or group, without the approval of the Company's board of directors, has become the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of, or commences a tender offer or exchange offer for, 15% or more of Cardima's then outstanding shares of common stock (subject to certain exceptions). The Company has filed the necessary forms, which give complete details of the plan, with the Securities and Exchange Commission. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that involve risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include the Company's ability to raise additional capital, conduct successful clinical trials, obtain regulatory approvals and gain acceptance from the marketplace for its products. Additional risks are set forth in the Company'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 year ended December 31, 2001, filed on April 1, 2002, with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" , or to reflect the occurrence of unanticipated events. |
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