Prometic Adopts Shareholder Rights Plans.MONTREAL -- ProMetic Life Sciences Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :PLI PLI Practising Law Institute PLI Professional Liability Insurance PLI Programming Language Interface (Verilog programming language) PLI Partido Liberal Independiente (Independent Liberal Party, Nicaragua) .SV) ("ProMetic" or the "Company") today announced that its Board of Directors has adopted two shareholder rights plans, that will take effect upon exchange or conversion of all issued and outstanding multiple voting Noun 1. multiple voting - the act of voting in more than one place by the same person at the same election (illegal in U.S.) balloting, vote, voting, ballot - a choice that is made by counting the number of people in favor of each alternative; "there were only 17 shares of the Company into subordinate voting shares Voting Shares Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors. Notes: Different classes of shares, such as preferred stock, sometimes don't allow for voting rights. . "The shareholder rights plans are not adopted in response to any specific attempt to acquire control of the Company, nor are we aware of any such attempt" said Pierre Laurin, President and Chief Executive Officer of ProMetic. "We believe shareholder rights plans are an appropriate way to maximize shareholder value and ensure all shareholders are treated equally and fairly in the event of a takeover bid Noun 1. takeover bid - an offer to buy shares in order to take over the company two-tier bid - a takeover bid where the acquirer offers to pay more for the shares needed to gain control than for the remaining shares ." ProMetic's rights plans are also designed to provide adequate time to assess any unsolicited takeover bid, and allow the Board of Directors to seek alternatives to maximize shareholder value if appropriate. Similar to plans adopted by other Canadian companies This is a list of companies from Canada.
Directory: A B C D E F G H I J K L M N O P Q R S T U V W X Y Z Current Companies and approved by their shareholders, the rights issued under the first plan will become exercisable only if a person or entity acquires or announces an intention to acquire shares for a total ownership of 20% or more of ProMetic's outstanding common shares in an unsolicited takeover bid, unless such acquisition meets certain requirements intended to protect the interests of all shareholders in a "permitted bid". Each such 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: its holder to purchase common shares of the Company at a substantial discount to the market value of such shares at the time of exercise.A "permitted bid" is one made to all shareholders by way of a takeover bid circular prepared in accordance with applicable securities laws, which remains open for a minimum of 60 days, and is accepted by the holders of not less than 50% of the shares held by shareholders other than the proposed acquiror and its related parties, among other conditions.In certain cases, the bid must be extended to allow more time for shareholders to tender. The second shareholder rights plan seeks to maximize shareholder value by spinning-off the Company's subsidiary ProMetic BioSciences Inc. to the benefit of all shareholders in the event of an unsolicited takeover bid. Therapeutics therapeutics Treatment and care to combat disease or alleviate pain or injury. Its tools include drugs, surgery, radiation therapy, mechanical devices, diet, and psychiatry. in development by this subsidiary have a high potential value and, for that reason, could induce an interested party to make a hostile take over bid on ProMetic. The Company believes that implementation of this plan will allow its Board of Directors to carefully evaluate any such bid and consider alternatives, to ensure that shareholder value would be maximized in the event of an unsolicited offer. This spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders. shareholder rights plan reduces the incentive for an offeror to avail itself of a low market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. of ProMetic through a take-over bid, instead of negotiating a commercial transaction that reflects the full value for ProMetic BioSciences Inc.'s rights and other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. . Rights issued under the second shareholder rights plan will become exercisable in the event of an unsolicited offer and will entitle their holders to purchase Class A shares of ProMetic BioSciences Inc. at an exercise price of $0.00001 per subsidiary share, the whole subject to compliance with securities laws. The Plans will take effect upon exchange or conversion of all issued and outstanding multiple voting shares of the Company into subordinate voting shares. Rights under each shareholder rights plan will be issued to all shareholders: They will attach automatically to all voting shares of the Company already issued and outstanding on the date of exchange or conversion when the plans come into force. Rights will also be issued thereafter upon any future issuance of voting shares of the Company prior to Separation Time (as defined under each plan).Under each plan, the bidder or bidders and persons acting in concert with them will not be entitled 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: to exercise such rights and the Company may redeem all rights at any time prior to a takeover. ProMetic's shareholder rights plans will 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. by its shareholders prior to September 16, 2006.The Company has appointed Natcan Trust Company as rights agent under each plan. About ProMetic Life Sciences ProMetic Life Sciences Inc. is a biopharmaceutical company specialized in the research, development, manufacture and marketing of a variety of commercial applications derived from its proprietary Mimetic mimetic /mi·met·ic/ (mi-met´ik) pertaining to or exhibiting imitation or simulation, as of one disease for another. mi·met·ic adj. 1. Of or exhibiting mimicry. 2. LigandTM enabling technology. This technology is used in large-scale purification of biologics and the elimination of pathogens. ProMetic is also active in therapeutic drug development with the mission to bring to market effective, innovative, lower cost, less toxic products for the treatment of inflammation and cancer. Its drug discovery platform is focused on replacing complex, expensive proteins with synthetic "drug-like" protein mimetics. Headquartered in Montreal (Canada), ProMetic has R&D and manufacturing facilities in the UK and business development activities in the US, Europe, Asia and MENA MENA Middle East & North Africa MENA Middle East News Agency (Arabic Wikalat Al-Anbaa' Al-Sharq Al-'awsat) MENA Medium-Energy Neutral Atom MENA Mammalian Enabled MENA Mission Element Need Analysis countries (Middle East and North Africa).Additional information is available on the Company's website at www.prometic.com. Forward Looking Statements This press release contains 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. about ProMetic's plans and objectives, strategies, financial condition, operations and business that involve risks and uncertainties. These statements are "forward-looking" because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, shareholder ratification of the plans, the Company's ability to execute and complete successfully its announced reorganization, to obtain additional financing, to implement facilities rationalization and personnel redeployment re·de·ploy tr.v. re·de·ployed, re·de·ploy·ing, re·de·ploys 1. To move (military forces) from one combat zone to another. 2. as planned, to develop, manufacture, and successfully commercialize value-added pharmaceutical products and to obtain contracts for its products and services; the completion of certain transactions, and the commercial acceptance of advanced affinity separation technology. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations on page 15 of the Company's Annual Information Form for the year ended December 31, 2004, under the heading "Risk Factors". As a result, we cannot guarantee that any forward-looking statement will materialize; forward-looking statements do not take into account the effect that transactions or non-recurring items announced or occurring after the statements are made may have on our business. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason. ProMetic Life Sciences Inc. (TSX:PLI.SV) |
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