CepTor Corporation Adopts Shareholder Rights Plan
08 Março 2006 - 4:52PM
PR Newswire (US)
HUNT VALLEY, Md., March 8 /PRNewswire-FirstCall/ -- CepTor
Corporation (OTC:CEPO) (BULLETIN BOARD: CEPO) , a development-stage
biopharmaceutical company focusing on cell-targeted therapeutic
products for neuromuscular and neurodegenerative diseases,
announced today that pursuant to its shareholder rights plan the
Company has issued one preferred share purchase right for each
share of the Company's common stock held by shareholders of record
as of the close of business on March 7, 2006. Each right will
entitle the holder to purchase one one-hundredth of a share of
Series B Preferred Stock that will be established by the Company,
at an exercise price of $168. The preferred shares will be
structured so that the value of one one-hundredth of a preferred
share will approximate the value of one share of the Company's
common stock. The Company stated that the purpose of the plan is to
protect the long- term value of the Company for its shareholders
and to protect shareholders from various abusive takeover tactics,
including attempts to acquire control of the Company at an
inadequate price. The plan is designed to give the Company's Board
of Directors sufficient time to study and respond to an unsolicited
takeover attempt. Adoption of the plan was unanimously approved by
the Company's directors and was not in response to any specific
attempt to acquire the Company or its shares, and the Company is
not aware of any current efforts to do so. The terms of the plan
provide for the Company's shareholders of record at the close of
business on March 7, 2006 to receive one right for each outstanding
common share held. In general, the rights will become exercisable
if a person or group acquires 15% or more of the Company's common
stock or announces a tender offer or exchange offer for 15% or more
of the Company's common stock. Depending on the circumstances, the
effect of the exercise of rights will vary. When the rights
initially become exercisable, as described above, each holder of a
right will be allowed to purchase one one-hundredth of a share of a
newly created series of the Company's preferred shares at an
exercise price of $168. However, if a person acquires 15% or more
of the Company's common stock in a transaction that was not
approved by the Board of Directors, each right would instead
entitle the holder (other than such an acquiring person) to
purchase common stock at 50% of the market price of the Company's
common stock at that time. The rights will expire on March 6, 2016.
The Company may redeem the rights for $0.0001 each at any time
until the tenth business day following public announcement that a
person or group has acquired 15% or more of its outstanding common
stock. A summary of the plan will be included in a Current Report
on Form 8-K to be filed by CepTor Corporation with the Securities
and Exchange Commission. About CepTor Corporation CepTor
Corporation is a development-stage biopharmaceutical company
engaged in the discovery, development, and commercialization of
proprietary, cell-targeted therapeutic products for the treatment
of neuromuscular and neurodegenerative diseases with a focus on
orphan diseases. CepTor's primary efforts are currently being
focused on moving its lead product, Myodur, into Phase I/II
clinical trials for Duchenne muscular dystrophy. The Company's
broad platform technology also includes the development of products
for multiple sclerosis, chronic inflammatory demyelinating
polyneuropathy and amyotrophic lateral sclerosis. More information
about CepTor can be found at http://www.ceptorcorp.com/. The press
release contains forward-looking statements. These statements are
subject to known and unknown risks and uncertainties that may cause
actual future experience and results to differ materially from the
statements made. These statements are based on our current beliefs
and expectations as to such future outcomes. Drug discovery and
development involves a high degree of risk. Factors that might
cause such a material difference include, among others,
uncertainties related to the ability to attract and retain partners
for our technologies, the identification of lead compounds, the
successful preclinical development thereof, the completion of
clinical trials, the FDA review process and other government
regulation on our ability to successfully develop and commercialize
drug candidates, competition from other pharmaceutical companies,
product pricing and third party reimbursement. The Company
disclaims any obligation to update any forward-looking statement as
a result of developments occurring after the date of this press
release. DATASOURCE: CepTor Corporation CONTACT: Donald W. Fallon,
CFO, CepTor Corporation, +1-410-527-9998, fax, +1-410-527-9867, ;
Donald C. Weinberger , Media - Alisa D. Steinberg, , both of Wolfe
Axelrod Weinberger Assoc. LLC, +1-212-370-4500, fax,
+1-212-370-4505 Web site: http://www.ceptorcorp.com/
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