RALEIGH, N.C., July 30 /PRNewswire/ -- CLOSURE Medical Corporation
(the "Company") (Nasdaq: CLSR), a medical tissue adhesive products company,
announced today that its Board of Directors has approved a Stockholder Rights
Plan (the "Plan") that is designed to ensure that all stockholders of the
Company receive fair value for their Common Shares in the event of any
proposed takeover of the Company and to guard against the use of partial
tender offers or other coercive tactics to gain control of the Company without
offering fair value to the Company's stockholders.
Robert V. Toni, President and Chief Executive Officer of the Company,
said, "We believe that this Plan protects stockholder interests in the event
that the Company is confronted with coercive or unfair takeover tactics,
including offers that do not treat all stockholder interests fairly or do not
maximize the value of the Company."
Mr. Toni noted, "The Plan is not intended, nor will it operate, to prevent
an acquisition of the Company on terms that are favorable and fair to all
stockholders. The Plan is designed to deal with the very serious problem of
unilateral actions by hostile acquirors that are calculated to deprive the
Board and stockholders of their ability to pursue the Company's business
strategies and otherwise to seek to maximize long-term value for all
stockholders. Since 1984, over 2,200 public companies have adopted
stockholder rights plans similar to the one that the Company has adopted."
Under the terms of the Plan, the Board of Directors approved a
distribution on its shares of Common Stock (the "Common Shares") of rights to
purchase shares of preferred stock (the "Rights") at the rate of one Right for
each Common Share held as of the close of business on July 30, 2001.
Stockholders will not actually receive certificates for the Rights at this
time, but the Rights will become part of each Common Share. The number of
Rights outstanding is subject to adjustment under certain circumstances, and
all Rights will expire on July 30, 2011.
Each Right will entitle the holder to buy 1/1000 of a share of Series A
Junior Participating Preferred Shares of the Company (the "Preferred Shares")
at an exercise price of $140.00. Each Preferred Share fraction is designed to
be equivalent in voting and dividend rights to one Common Share. The Rights
will be exercisable and will trade separately from the Common Shares only if a
person or group, other than certain Grandfathered Shareholders, acquires
beneficial ownership of 15% or more of the Company's Common Shares or
commences a tender or exchange offer that would result in such a person or
group owning 15% or more of the Common Shares. Only when one or more of these
events occur will stockholders receive certificates for the Rights.
If any person actually acquires 15% or more of Common Shares -- other than
through a tender or exchange offer for all Common Shares that provides a fair
price and other terms for such shares -- or if a 15%-or-more stockholder
engages in certain "self-dealing" transactions or engages in a merger or other
business combination in which the Company survives and its Common Shares
remain outstanding, the other stockholders will be able to exercise the Rights
and buy Common Shares of the Company having approximately twice the value of
the exercise price of the Rights. Additionally, if the Company is involved in
certain other mergers where its shares are exchanged or certain major sales of
its assets occur, stockholders will be able to purchase the other party's
common shares in an amount equal to approximately twice the value of the
exercise price of the Rights. Upon the occurrence of any of these events, the
Rights will no longer be exercisable into Preferred Shares.
The Company will be entitled to redeem the Rights at $0.01 per Right at
any time until the tenth day following public announcement that a person has
acquired a 15% ownership position in Common Shares of the Company. The
Company in its discretion may extend the period during which it can redeem the
Rights.
About CLOSURE Medical
CLOSURE Medical Corporation, headquartered in Raleigh, North Carolina,
develops, manufactures, and commercializes medical tissue adhesive products
based on its proprietary cyanoacrylate technology. CLOSURE's proprietary
technology has customized the physical and chemical properties of
cyanoacrylates to develop medical adhesive formulations to close and seal
topical skin wounds and incisions, as well as formulations to close or seal
internal wounds. In addition to its products discussed herein, CLOSURE is
also developing internal adhesives for the possible treatment of emphysema, as
well as developing liquid occlusive dressings for the treatment of a variety
of partial thickness wounds, including pressure ulcers and skin tears.
DERMABOND Topical Skin Adhesive is a topical tissue adhesive used to close
wounds from skin lacerations and incisions, minimally invasive surgery and
plastic surgery. DERMABOND adhesive can be used as a replacement for topical
sutures or staples and is marketed and distributed by Ethicon, Inc., a
division of Johnson & Johnson, the world leader in wound closure products.
LIQUIDERM(TM) adhesive is the first and only cyanoacrylate medical device
approved by the FDA for the over-the-counter ("OTC") adhesive bandage market.
LIQUIDERM(TM) adhesive is painted on the wound, sealing it from dirt and
germs, and creating a healing environment which allows natural healing to take
place quickly. As the wound heals, the adhesive sloughs off naturally.
CLOSURE recently signed a worldwide supply, distribution and development
rights agreement with Johnson & Johnson Consumer Products Company which
includes rights to its LIQUIDERM(TM) adhesive and its overall OTC wound care
platform, including distribution rights to all present and future products,
except for SOOTHE-N-SEAL(TM) adhesive. Distribution of LIQUIDERM(TM) adhesive
by Johnson & Johnson Consumer Products Company is expected to begin in early
2002.
SOOTHE-N-SEAL(TM) adhesive is indicated for the treatment of oral ulcers
and mouth sores. It forms a protective barrier that shields oral ulcers from
irritation due to eating and drinking while providing immediate and long-term
pain relief. SOOTHE-N-SEAL(TM) adhesive is in the early stages of the product
launch to the professional and consumer markets by Colgate Oral
Pharmaceuticals, Inc.
The NEXABAND(R) liquid adhesive line consists of two products used in
veterinary wound closure and wound care. The adhesives are used in cat declaw
procedures as well as spay and neuter procedures. In July 2001, the Company
entered into an agreement providing Abbott Laboratories ("Abbott") with
worldwide supply, distribution and development rights to the NEXABAND(R)
product line. In accordance with the agreement, Abbott has been granted
immediate worldwide distribution rights to NEXABAND(R) adhesives excluding the
United States and Canada. Upon the expiration of the Company's prior
distribution arrangement in the second quarter of 2002, Abbott can begin the
distribution of NEXABAND(R) products in the United States and Canada.
DERMABOND adhesive is a registered trademark of Ethicon, Inc.; SOOTHE-N-
SEAL(TM) is a licensed trademark of Colgate Oral Pharmaceuticals, Inc.;
LIQUIDERM(TM) is a trademark of CLOSURE Medical Corporation; and NEXABAND(R)
is a registered trademark of CLOSURE Medical Corporation.
To receive CLOSURE's latest news release and other corporate documents via
fax, at no cost, call 1-800-PRO-INFO, use the Company's symbol CLSR. Or visit
the Financial Relations Board's website at http://www.frbinc.com .
This release contains certain forward-looking statements which involve
known and unknown risks, delays, uncertainties or other factors not under the
Company's control which may cause actual results, performance or achievements
of the Company to be materially different from the results, performance, or
other expectations implied by these forward-looking statements. These factors
include, but are not limited to the early stage of commercialization of the
Company products; the progress of its research and development programs for
future products; the need for regulatory approval and effects of governmental
regulation; technological uncertainties; the satisfactory conclusion of
negotiations with, and dependence on marketing partners, and dependence on
patents and trade secrets, as well as those detailed in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000 filed with the
Securities and Exchange Commission.
SOURCE CLOSURE Medical Corporation
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Related links:
http://www.frbinc.com
CONTACT:
Robert V. Toni, President & CEO, or Benny
Ward, CFO of CLOSURE Medical Corporation, +1-919-876-7800;
General Info., Paula Schwartz, +1-212-445-8439, Analyst Info.,
Julie Tu, +1-212-445-8456, or Media Info., Judith Sylk-Siegel,
+1-212-445-8431, all of The Financial Relations Board BSMG
Worldwide
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