Arrowhead Pharmaceuticals Adopts Stockholder Rights Agreement
PASADENA, Calif.–(BUSINESS WIRE)–
Arrowhead Pharmaceuticals Inc. (NASDAQ: ARWR) today announced that on
March 21, 2017 it entered into a stockholder rights agreement in
accordance with an authorization and declaration from its board of
directors of a dividend distribution of one preferred share purchase
right on each outstanding share of the company’s common stock. The
rights agreement is intended to ensure that all of the company’s
stockholders receive fair and equal treatment and realize the long-term
value of their investment in the company in the event of any proposed
takeover of the company and to guard against abusive tactics to gain
control of the company without paying all stockholders a premium for
that control. The rights plan was not adopted in response to any
specific attempt to acquire the company.
The rights will be exercisable only if a person or group acquires 15% or
more of the company’s outstanding common stock. Each right will entitle
stockholders to buy one one-thousandth of a share of a new series of
junior participating preferred stock at an exercise price of $20. If a
person or group acquires 15% of the company’s outstanding common stock,
each right will entitle its holder (other than such person or members of
such group) to purchase for $20, a number of company common shares
having a market value of twice such price.
In addition, at any time after a person or group acquires 15% of the
company’s outstanding common stock (unless such person or group acquires
50% or more), the company’s board of directors may exchange one share of
the company’s common stock for each outstanding right (other than rights
owned by such person or group, which would have become void).
Prior to the distribution by the company of the rights to the company’s
stockholders, which will take place ten business days after acquisition
by a person or group of beneficial ownership of 15% of the company’s
common stock, the rights are redeemable for one cent per right at the
option of the board of directors.
The dividend distribution was made on March 22, 2017, payable to
stockholders on that date and is not taxable to stockholders. The rights
will expire on March 21, 2018, unless the rights are earlier redeemed or
exchanged.
A copy of the stockholder rights plan will be contained in a Form 8-K to
be filed with the Securities and Exchange Commission.
About Arrowhead Pharmaceuticals
Arrowhead Pharmaceuticals develops medicines that treat intractable
diseases by silencing the genes that cause them. Using a broad portfolio
of RNA chemistries and efficient modes of delivery, Arrowhead therapies
trigger the RNA interference mechanism to induce rapid, deep, and
durable knockdown of target genes. RNA interference, or RNAi, is a
mechanism present in living cells that inhibits the expression of a
specific gene, thereby affecting the production of a specific protein.
Arrowhead’s RNAi-based therapeutics leverage this natural pathway of
gene silencing.
For more information, please visit www.arrowheadpharma.com,
or follow us on Twitter @ArrowheadPharma.
To be added to the Company’s email list and receive news directly,
please visit http://ir.arrowheadpharma.com/alerts.cfm.
Safe Harbor Statement under the Private Securities Litigation Reform
Act:
This news release contains forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. These statements are based upon our
current expectations and speak only as of the date hereof. Our actual
results may differ materially and adversely from those expressed in any
forward-looking statements as a result of various factors and
uncertainties, including the safety and efficacy of our product
candidates, the duration and impact of regulatory delays in our clinical
programs, our ability to finance our operations, the future success of
our scientific studies, our ability to successfully develop drug
candidates, the timing for starting and completing clinical trials,
rapid technological change in our markets, and the enforcement of our
intellectual property rights. Our most recent Annual Report on Form 10-K
and subsequent Quarterly Reports on Form 10-Q discuss some of the
important risk factors that may affect our business, results of
operations and financial condition. We assume no obligation to update or
revise forward-looking statements to reflect new events or circumstances.
Source: Arrowhead Pharmaceuticals, Inc.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170323005429/en/
Arrowhead Pharmaceuticals, Inc.
Vince Anzalone, CFA, 626-304-3400
ir@arrowheadpharma.com
or
Investor
Relations:
The Trout Group
Chad Rubin, 646-378-2947
ir@arrowheadpharma.com
or
Media:
Russo
Partners
Rich Allan, 646-942-5588
rich.allan@russopartnersllc.com
Source: Arrowhead Pharmaceuticals Inc.
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