SAN DIEGO, May 22 /PRNewswire/ -- Dura Pharmaceuticals, Inc.
(Nasdaq: DURA) announced today that its Board of Directors has adopted a
Stockholder Rights Plan in which preferred stock purchase rights will be
distributed as a dividend at the rate of one Right for each share of Common
Stock held as of the close of business on June 5, 1998.
Each Right will entitle Stockholders to buy, upon certain events, one one-
thousandth of a share of a new series of junior participating Preferred Stock
of the Company at an Exercise Price of $175.00. The Rights are designed to
guard against partial tender offers and other abusive and coercive tactics
that might be used in an attempt to gain control of the Company or to deprive
Stockholders of their interest in the long-term value of the Company. The
Rights will be exercisable only if a person or group acquires 15% or more of
the Company's Common Stock or announces a tender offer the consummation of
which would result in ownership by a person or group of 15% or more of the
Company's Common Stock.
If a person or group acquires 15% or more of the Company's outstanding
Common Stock, or if a holder of 15% or more of the Company's Common Stock
engages in certain self-dealing transactions or a merger transaction in which
the Company is the surviving corporation and its Common Stock remains
outstanding, then each Right not owned by such person or certain related
parties will entitle its holder to purchase, at the Right's then-current
exercise price, units of the Company's Series A Preferred Stock (or, in
certain circumstances, Company Common Stock, cash, property or other
securities of the Company) having a market value equal to twice the then-
current exercise price. In addition, if, after the Rights become exercisable,
the Company is acquired in a merger or other business combination transaction,
or sells 50% or more of its assets or earnings power, each Right will entitle
its holder to purchase, at the Right's then-current price, a number of the
acquiring company's common shares having a market value at the time of twice
the Right's exercise price.
At any time on or prior to the close of business on the first date of a
public announcement that a person or group has acquired beneficial ownership
of 15% or more of the Company's Common Stock, the Rights are redeemable for
one cent per Right at the option of the Board of Directors.
The Rights are intended to enable all stockholders to realize the long-
term value of their investment in the Company. The Rights will not prevent a
takeover attempt, but should encourage anyone seeking to acquire the Company
to negotiate with the Board prior to attempting a takeover.
The dividend distribution will be made on June 5, 1998 payable to
stockholders of record on that date. The Rights will expire on June 5, 2008.
The initial distribution of Rights is not taxable to stockholders.
Dura Pharmaceuticals is a San Diego-based developer and marketer of
prescription pharmaceutical products for the treatment of allergies, asthma
and related respiratory conditions, and is developing a pulmonary drug
delivery system. Dura's mission is to be the leading pharmaceutical company
with a focus in the high-growth U.S. respiratory market. The Company is
pursuing that goal through two major strategies: (1) acquiring late-stage
prescription pharmaceuticals and/or companies with rights to such
pharmaceuticals for marketing to high-prescribing respiratory physicians and
(2) developing Spiros(R), a proprietary dry powder pulmonary drug delivery
system.
Except for the historical and factual information contained herein, the
matters discussed in this press release may contain forward-looking statements
which involve risks and uncertainties, including the timely development of
Spiros products, uncertainties in the regulatory process, competitive products
and pricing, the ability of the Company to acquire products and/or companies,
the ability of the Company to add qualified sales representatives in a timely
manner, the Company's limited manufacturing experience, seasonality, and other
risks detailed from time to time in the Company's filings with the Securities
and Exchange Commission. Actual results may differ materially from those
projected. These forward-looking statements represent the Company's judgment
as of the date of this release. The Company disclaims, however, any intent or
obligation to update these forward-looking statements.
SOURCE Dura Pharmaceuticals
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Company News On-Call: http://www.prnewswire.com or
fax, 800-758-5804, ext. 197051
CONTACT:
Cam L. Garner, Chairman, President and Chief
Executive Officer of Dura Pharmaceuticals, Inc., 619-457-2553
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