Magenta Therapeutics Adopts Limited Duration Stockholder Rights Plan
31 Março 2023 - 5:10PM
Magenta Therapeutics, Inc. (Nasdaq: MGTA) (“Magenta” or the
“Company”) today announced that its Board of Directors (the
“Board”) has unanimously adopted a limited duration stockholder
rights plan (the “Rights Plan”). The Rights Plan will give the
Board sufficient time to conduct its previously announced
comprehensive review of strategic alternatives focused on
maximizing shareholder value. The Rights Plan has been adopted in
order to protect the best interests of the Company and its
shareholders, help ensure that all interested parties have the
opportunity to participate fairly in the strategic review process,
and provide the Board and shareholders time to make informed
decisions. The Rights Plan is also intended to reduce the
likelihood that any person or group gains control of the Company
through open market accumulations or other tactics and reduce the
likelihood that actions are taken by third parties that are not in
the best interests of the Company and all of its shareholders.
The Rights Plan applies equally to all current and future
shareholders and is not intended to deter offers or preclude the
Board from considering offers that are fair and otherwise in the
best interests of all the Company’s shareholders.
The Rights Plan provides several recognized shareholder
protections, such as the following:
- The Rights Plan will expire in one
year, at the close of business on March 30, 2024.
- The Rights Plan has an exception
for offers made for all shares of the Company that treat all
shareholders equally, including a qualifying offer clause that
provides stockholders the ability to call a special meeting for
purposes of exempting a “qualifying offer.”
- The Rights Plan does not contain
any dead-hand, slow-hand, no-hand or similar feature that would
limit the ability of a future Board to redeem the rights.
Additional Information on Stockholder Rights
Plan
The Rights Plan is similar to plans adopted by other publicly
traded companies. Pursuant to the Rights Plan, Magenta declared a
dividend distribution of one preferred stock purchase right for
each outstanding share of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), to stockholders of record as
of the close of business on April 11, 2023 (the “Record Date”). In
addition, one right will automatically attach to each share of
Common Stock issued between the Record Date and the earlier of the
distribution date and the expiration date of the rights. Each right
entitles the registered holder thereof to purchase from the Company
a unit consisting of one ten-thousandth of a share (a “Unit”) of
Series A Junior Participating Cumulative Preferred Stock, par value
$0.001 per share, of the Company (the “Preferred Stock”) at a cash
exercise price of $3.75 per Unit, subject to adjustment, under
certain conditions specified in the Rights Plan and summarized
below.
The rights will become exercisable if an entity, person or group
acquires beneficial ownership of 10% or more of the Company’s
outstanding Common Stock. In the event that the rights become
exercisable due to the triggering ownership threshold being
crossed, each right will entitle its holder (other than the person,
entity or group triggering the Rights Plan, whose rights will
become void and will not be exercisable) to receive shares of
Common Stock having a market value equal to two times the exercise
price of the right. In the event of a merger or similar change of
control of the Company, each right will entitle its holder (other
than the person, entity or group triggering the Rights Plan, whose
rights will become void and will not be exercisable) to receive
shares of common stock of the acquiring company having a market
value equal to two times the exercise price of the right.
Under the Rights Plan, any person, entity or group that
currently owns more than the triggering percentage may continue to
own its shares of Common Stock but may not acquire any additional
shares of Common Stock, or form a group with another owner of
Common Stock, without triggering the Rights Plan.
A copy of the Rights Plan and a summary of its terms will be
filed on a Form 8-K with the Securities and Exchange
Commission.
Advisors
Goodwin Procter LLP is serving as legal counsel for Magenta and
Houlihan Lokey, Inc. is serving as financial advisor.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of
1995, as amended. These statements include, without limitation,
implied and express statements relating to the anticipated benefits
and expected consequences of the rights plan that Magenta has
adopted. Words such as “anticipate,” “believe,” “continue,”
“could,” “designed,” “endeavor,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,”
“should,” “target,” “preliminary,” “will,” “would” and similar
expressions are intended to identify forward-looking statements.
The express or implied forward-looking statements included in this
press release are based on current expectations, are only
predictions and are subject to a number of risks, uncertainties and
assumptions that could cause actual results to differ materially
from those indicated, including, without limitation, the
effectiveness of the rights plan in providing the Board of
Directors with time to make informed decisions that are in the best
long-term interests of Magenta and its stockholders. These and
other risks are described in additional detail in Magenta’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022 and
its other filings made with the Securities and Exchange Commission
from time to time. Any forward-looking statements contained in this
press release represent Magenta’s views only as of today and should
not be relied upon as representing its views as of any subsequent
date. Magenta explicitly disclaims any obligation to update any
forward-looking statements, except to the extent required by
law.
Contact:
investor@magentatx.com
Magenta Therapeutics (NASDAQ:MGTA)
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