Cue Health Adopts Limited-Duration Shareholder Rights Plan
21 Setembro 2023 - 5:22PM
Business Wire
Board of Directors Takes Action to Protect
Long-Term Value for All Shareholders
Rights Plan Responds to Significant Third-Party
Share Accumulation
Cue Health (Nasdaq: HLTH), a healthcare technology company,
today announced that its Board of Directors has unanimously
approved the adoption of a limited-duration shareholder rights plan
(the “Rights Plan”) to protect the long-term interests of all
shareholders. The Board adopted the Rights Plan in response to a
rapid accumulation of shares by a third party. The Rights Plan is
effective immediately and has a one-year term, expiring on
September 20, 2024.
“Cue is committed to engaging in constructive dialogue with our
shareholders, and we value their perspectives,” said Ayub Khattak,
Chairman and Chief Executive Officer of Cue Health. “We are also
focused on ensuring that all shareholders receive fair and equal
treatment and are able to realize the full long-term value of their
investment, which is what a Rights Plan is designed to do. As we
look ahead, we are focused on executing our strategic plan, and we
are confident that Cue is poised for significant sustainable growth
with numerous near-term milestones.”
The Rights Plan is designed to reduce the likelihood that any
entity, person, or group can gain control of Cue through open
market accumulation without paying all other shareholders an
appropriate control premium and on terms that would not deliver
sufficient value for all shareholders. It will also give the Board
sufficient time to make informed judgments and take actions that it
believes are in the best interests of all shareholders. The Rights
Plan does not preclude the Board from considering an offer that
recognizes the full value of Cue.
The Rights Plan is similar to other plans adopted by publicly
held companies in comparable circumstances. Under the Rights Plan,
the rights will become exercisable if an entity, person, or group
acquires beneficial ownership of 10% or more of Cue’s outstanding
common stock in a transaction not approved by the Board. The Rights
Plan includes an exemption that permits certain passive investors
to acquire up to 20% of Cue’s outstanding common stock. In the
event that the rights become exercisable due to the triggering
ownership threshold being crossed, each holder (other than the
entity, person, or group triggering the Rights Plan) will be
entitled to purchase shares of Cue’s common stock at a
significantly discounted price.
Additional details about the Rights Plan will be contained in a
Form 8-K to be filed by the Company with the Securities and
Exchange Commission.
About Cue Health
Cue Health Inc. (Nasdaq: HLTH) is a healthcare technology
company that uses diagnostic-enabled care to empower people to live
their healthiest lives. The Cue Health platform offers individuals
and healthcare providers convenient and personalized access to
lab-quality diagnostic tests at home and at the point-of-care, as
well as on-demand telehealth consultations and treatment options
for a wide range of health and wellness needs. Cue’s customers
include federal and state public sector agencies and the private
sector, which includes healthcare providers, enterprises, and
individual consumers. Cue received De Novo authorization from the
U.S. Food and Drug Administration (FDA) for its COVID-19 test,
which became the first home use respiratory test to receive this
FDA approval. Cue also received Emergency Use Authorization from
the FDA for its molecular mpox test at the point-of-care. To
further expand its test menu, Cue has made other submissions that
are now under review by the FDA, including for the Cue® Flu +
COVID-19 Molecular Test and the Cue® RSV Molecular Test, both of
which are designed for at-home and point-of-care use. Cue, founded
in 2010, owns over 100 patents and is headquartered in San Diego.
For more information, please visit www.cuehealth.com.
Forward-Looking Statements
Statements in this press release about future expectations,
plans and prospects, including statements related to our strategic
plan, growth plans, potential, milestones and future value, as well
as any other statements regarding matters that are not historical
facts, may constitute “forward-looking statements”. The words,
without limitation, “continue,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “would,” “develop,” “pave,” “seek,”
“offer,” “grow”, “expand”, “look forward”, “believe” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these or
similar identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result
of various important factors, including the factors discussed in
the "Risk Factors" section of Cue’s Annual Report on Form 10-K for
the year ended December 31, 2022, filed with the SEC on March 16,
2023 and of Cue’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2023, filed with the SEC on August 9, 2023. Any
forward-looking statements contained in this press release are
based on the current expectations of Cue’s management team and
speak only as of the date hereof, and Cue specifically disclaims
any obligation to update any forward-looking statement, whether as
a result of new information, future events or otherwise.
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Investor Relations ir@cuehealth.com
Media Relations press@cuehealth.com
FGS Global CueHealth@fgsglobal.com
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