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THE IMMUNE RESPONSE CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN

 THE IMMUNE RESPONSE CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN
 SAN DIEGO, Feb. 27 /PRNewswire/ -- The board of directors of The Immune Response Corporation (NASDAQ-NMS: IMNR) today announced the adoption of a stockholder rights plan. The plan is designed to enable all stockholders to realize the long-term value of their investment in the company and to guard against inadequate or unfair takeover attempts.
 The plan provides for the distribution of one preferred stock purchase right as a dividend for each share of common stock held of record at the close of business on March 12, 1992. The rights, which will initially trade with the common stock, become exercisable, at $150 per right, when a person or group acquires 15 percent or more of the company's common stock or announces a tender or exchange offer which could result in such person or group owning 15 percent or more of the common stock.
 Under certain circumstances involving an acquisition by any person or group of 15 percent or more of the common stock, the rights permit the holders (other than the 15 percent holder) to purchase common stock at a 50 percent discount. In addition, in the event of certain business combinations, the rights permit purchase of the common stock of an acquiror at a 50 percent discount.
 The rights expire Feb. 26, 2002. Prior to a 15 percent acquisition of the common stock, the rights can be redeemed for $.01 each by action of the board. The rights distribution will not be taxable to stockholders.
 The Immune Response Corporation is a biopharmaceutical company developing proprietary products for the treatment of HIV infection, which leads to AIDS, and for the treatment of certain autoimmune diseases, particularly rheumatoid arthritis, multiple sclerosis and insulin-dependent diabetes.
 THE IMMUNE RESPONSE CORPORATION
 Summary Description of Stockholder Rights Plan
 The following is a summary of the significant portions of The Immune Response Corporation Stockholder Rights Plan adopted by the board of directors on Feb. 26, 1992:
 1. Each stockholder of record on March 12, 1992, will receive one right for each share of common stock held on that date. Initially the rights will not be exercisable, certificates will not be sent to stockholders, and the rights will trade with the common stock automatically. Stockholders do not need to do anything at the present time.
 2. Upon (i) the acquisition by a person or group of 15 percent or more of the company's common stock or (ii) 10 days after the public announcement of a tender or exchange offer which would result in a person or group owning 15 percent or more of the company's common stock, the rights will become exercisable. Separate certificates evidencing the rights will be distributed to the stockholders. If that happens, the rights will no longer automatically trade with the common stock and may begin to trade separately from the company's common stock. The board has the power to postpone distribution and exercisability of the rights before a person or group acquires 15 percent or more of the company's common stock.
 3. When the rights become exercisable, unless a person or group has acquired 15 percent or more of the company's common stock, a holder of rights will be entitled to buy from the company one one-thousandth of a share of new series of preferred stock for $150 (the "exercise price"). Each one one-thousandth of a share of the new preferred stock is designed to be the economic equivalent of one share of the company's common stock.
 4. If an acquiror purchases 15 percent or more of the company's outstanding common stock a provision in the plan will become effective which entitles the holders of rights (other than the hostile acquiror) to buy shares of common stock of the company which have a market value of twice the exercise price of each right. This is known as the "flip- in" provision. Under the flip-in, for example, if an acquiror purchases 15 percent or more of the company's common stock, and the price of the company's common stock before this purhase was $25, the holders of each right (other than the acquiror) would have the opportunity to buy 12 additional shares of the company's common stock for $150. This opportunity to purchase shares at 50 percent discount would significantly dilute the hostile acquiror's equity interest in the company.
 5. If an acquiror purchases at least 15 percent of the company's common stock, but has not achieved a 50 percent stake, the board may cause each of the rights (other than the acquiror's rights) to be exchanged for one share of common stock. This provision would also have a dilutive effect on the acquiror, buth without holders of rights going through the process and expense of actually exercising the rights.
 6. If the company is involved in certain mergers or other business combinations, the rights will be modified so that a holder of rights may buy shares of common stock of the acquiring company with a market value of twice the exercise price of each right. This is known as the "flip- over" provision. It is designed to be substantially similar to the flip-in except that it may permit holders of rights to purchase share of the acquiror, rather than the company, at a 50 percent discount.
 7. The rights may be redeemed by the board at $.01 per right prior to the purchase of 15 percent or more of the company's common stock by an acquiror. The rights should not interfere with any merger or business combination approved by the board of directors prior to that time.
 8. Issuance of the rights does not in any way weaken the company's financial strength or interfere with its business plans. It has no dilutive effect, will not affect reported earnings per share, is not taxable to the company or to the stockholders and will not change the way in which stockholders can presently trade shares of the company's common stock.
 -0- 2/27/92
 /CONTACT: Steve Basta (investors) or Charles Cashion, VP-finance, of The Immune Response Corporation, 619-431-7080/
 (IMNR) CO: The Immune Response Corporation ST: California IN: MTC SU: SRP


KJ-CH -- SD003 -- 3499 02/27/92 17:41 EST
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Publication:PR Newswire
Date:Feb 27, 1992
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