Dendreon Corporation Adopts Stockholder Rights Plan.Business Editors & Health/Medical Writers BIOWIRE2K SEATTLE--(BUSINESS WIRE)--Sept. 24, 2002 Dendreon Corporation (Nasdaq:DNDN) announced that its board of directors approved the adoption of a Stockholder Rights Plan under which all common stockholders of record as of Oct. 2, 2002, will receive rights to purchase shares of a new series of 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. . The Rights Plan is designed to enable all Dendreon stockholders to realize the full value of their investment and to provide for fair and equal treatment for all stockholders in the event that an unsolicited attempt is made to acquire Dendreon. The adoption of the Rights Plan is intended as a means to guard against abusive takeover tactics and preserve shareholder value. It is not in response to any specific attempt to acquire control of the company. The rights will be distributed as a non-taxable dividend and will expire ten years after the record date. The rights will be exercisable only if a person or group acquires 20 percent or more of Dendreon's common stock or at the times specified in the Rights Plan after a person or group commences or announces a tender offer for 20 percent or more of the common stock. With certain limited exceptions, if a person or group acquires 20 percent or more of Dendreon's common stock, all rights holders except the acquirer will be entitled to acquire Dendreon common stock at a discount. The effect will be to discourage acquisitions of more than 20 percent of Dendreon's common stock without negotiations with the board. Additional details regarding the Rights Plan will be outlined in a summary to be mailed to all stockholders following the record date, and a copy of the Rights Plan 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 by Dendreon with the Securities and Exchange Commission. Dendreon Corporation is a biotechnology company developing targeted therapies for cancer. Dendreon currently has three therapeutic vaccines therapeutic vaccine Immunology A vaccine–eg, Salk's Remune™ intended to treat a viral infection by stimulating the immune system. See Vaccine therapy. in clinical trials -- Provenge(TM), for the treatment of prostate cancer prostate cancer, cancer originating in the prostate gland. Prostate cancer is the leading malignancy in men in the United States and is second only to lung cancer as a cause of cancer death in men. ; Mylovenge(TM), for the treatment of multiple myeloma multiple myeloma A malignant proliferation of abnormal plasma cells that populate the marrow-containing bones of the body. The affected plasma cells produce myeloma protein, a monoclonal antibody that replaces normal antibodies in the blood, thereby increasing susceptibility ; and APC (1) (American Power Conversion Corporation, West Kingston, RI, www.apcc.com) The leading manufacturer of UPS systems and surge suppressors, founded in 1981 by Rodger Dowdell, Neil Rasmussen and Emanual Landsman, three electronic power engineers who had worked at MIT. 8024, for the treatment of breast, ovarian ovarian /ovar·i·an/ (o-var´e-an) pertaining to an ovary or ovaries. ovarian pertaining to an ovary. ovarian agenesis and colon cancers colon cancer, cancer of any part of the colon (often called the large intestine). Colon cancer is the second most common cancer diagnosed in the United States. . Dendreon's product pipeline also includes monoclonal antibodies This is a list of monoclonal antibodies, antibodies which are clones of a single parent cell. When used as medications, the generic names end in -mab (see "Nomenclature of monoclonal antibodies"). and a pathway to small molecules. Dendreon has established important alliances with industry leaders Genentech, Johnson & Johnson Pharmaceutical Research & Development and Kirin Brewery Co., Ltd. For more information, visit www.dendreon.com. Except for historical information contained herein, this news release contains forward-looking statements that are subject to risks and uncertainties that may cause actual results to differ materially from the results discussed in the forward-looking statements. For example, despite the Rights Plan, a person or group may attempt to acquire more than 20% of Dendreon's Common Stock on an unsolicited basis, or attempt to engage in abusive takeover tactics with respect to Dendreon and its stockholders. Dendreon's business, financial condition and results of operations are also subject to risks and uncertainties, and further information on those risks and uncertainties and other factors that could affect its business, financial condition and results of operations is contained in Dendreon's public disclosure filings with the Securities and Exchange Commission, including Dendreon's Report on Form 10-Q Form 10-Q See 10-Q. for the quarter ended June 30, 2002, which are available at www.sec.gov. |
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