Enzon Adopts Stockholders' Rights Plan.Business Editors PISCATAWAY, N.J.--(BUSINESS WIRE)--May 22, 2002 Enzon, Inc. (Nasdaq: ENZN) announced today that its board of directors adopted a rights plan under which its stockholders of record on June 3, 2002 will receive a dividend payable in 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 plan is designed to ensure that stockholders realize fair value and equal treatment in the event of an attempted takeover of the company and to protect the company and its stockholders against coercive co·er·cive adj. Characterized by or inclined to coercion. co·er  cive·ly adv. takeover tactics. The plan was not adopted in response to any efforts to acquire the company, and Enzon is not aware of any such efforts. Each right will initially entitle stockholders to purchase a fractional share Fractional shareStocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs. fractional share Less than one share of stock, that is, one-third or one-half a share. of Enzon's preferred stock for $190. However, the rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events. If a person or group acquires, or announces a tender or exchange offer that would result in the acquisition of, 15 percent or more of Enzon's common stock while the stockholder rights plan remains in place, then, unless (1) the rights are redeemed by Enzon for $0.01 per right, or (2) the board of directors determines that a tender or exchange offer for all of the outstanding common stock of the company is in the best interest of the company and the stockholders, then the rights will become exercisable by all rights holders except the acquiring person or group for (1) shares of Enzon or (2) in certain circumstances, shares of the third party acquirer, each having a value of twice the right's then-current exercise price. Further details of the plan are outlined in a letter that will be mailed to stockholders following the record date. Additionally, Enzon's board of directors approved and adopted several amendments to Enzon's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an to provide for: (a) advance notice of stockholder proposals and stockholder nominations for the election of directors; (b) a mandate that the board of directors determine a record date for any action taken by a written consent of the stockholders; and (c) verification of stockholder consents. Except for the historical information herein, the matters discussed in this news release include 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 may involve a number of risks and uncertainties. Actual results may vary significantly based upon a number of factors which are described in the Company's 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. , Form 10-Qs Form 10-Q See 10-Q. and Form 8-Ks 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. on file with the SEC, including without limitation, risks in obtaining and maintaining regulatory approval for indications and expanded indications, risks that Enzon will not outperform the sector, market acceptance of and continuing demand for Enzon's products and the impact of competitive products and pricing. This release is also available at http://www.enzon.com |
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