FREMONT, Calif., Aug. 28 /PRNewswire-FirstCall/ -- PDL BioPharma, Inc.
(Nasdaq: PDLI) announced today that its Board of Directors has adopted a
stockholder rights plan designed to protect the long-term value of its
stockholders' investment and facilitate fair and equal treatment of all
stockholders in the event an unsolicited attempt is made to acquire the
company. The rights plan adopted by the company is similar to plans adopted
by many other public companies and is designed to encourage potentially
hostile suitors to negotiate with the company's Board of Directors. The
rights plan was not adopted in response to any unsolicited third-party
attempt to acquire the company.
Under the rights plan, PDL BioPharma stockholders will receive one
right as a non-taxable dividend on each share of common stock held as of
the close of business on September 6, 2006, the record date for the
distribution of these rights. Each right, which will initially trade with
the underlying common stock, will not be immediately exercisable and will
become exercisable only upon the occurrence of certain events.
The plan provides that if a person or group acquires, or announces a
tender offer that would result in the acquisition of, 15 percent or more of
PDL's outstanding common stock without prior approval by PDL's Board of
Directors, each right held by a stockholder other than the acquiring person
or group would become exercisable and entitle the stockholder to purchase
one one-thousandth of a share of Series A Preferred Stock of the company
for an exercise price of $150.00 or purchase shares of PDL common stock at
half the market value. Alternatively, PDL's Board of Directors may
authorize the issuance of one share of PDL common stock in exchange for
each exercisable right. Rights held by a person or group that acquires 15
percent or more of PDL's outstanding common stock without prior approval by
PDL's Board of Directors would become null and void. Prior to the time a
person or group may acquire 15 percent of the outstanding shares of common
stock of the company, the company may redeem the rights for $0.001 per
right.
The rights plan expires on August 25, 2016. The rights plan includes a
provision, commonly referred to as a "TIDE provision," that requires a
committee of independent directors of PDL to evaluate the rights plan at
least every three years in order to consider whether the maintenance of the
rights plan continues to be in the best interests of the company and its
stockholders.
Further details about the rights plan will be contained in a Form 8-K
to be filed with the Securities and Exchange Commission by the company.
About PDL BioPharma
PDL BioPharma, Inc. is a biopharmaceutical company focused on
discovering, developing and commercializing innovative therapies for severe
or life- threatening illnesses. The company currently markets and sells a
portfolio of leading products in the acute-care hospital setting in the
United States and Canada and generates royalties through licensing
agreements with top-tier biotechnology and pharmaceutical companies based
on its pioneering antibody humanization technology. Currently, PDL's
diverse product pipeline includes investigational compounds in Phase 2 or
Phase 3 clinical development for inflammation and autoimmune diseases,
cardiovascular disorders and cancer. The company's research platform is
focused on the discovery and development of antibodies for the treatment of
cancer and autoimmune diseases. For more information, please see PDL's
website at http://www.pdl.com.
NOTE: PDL BioPharma and the PDL BioPharma logo are considered
trademarks of PDL BioPharma, Inc.
SOURCE PDL BioPharma, Inc.
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Related links:
http://www.pdl.com
CONTACT:
Ami Knoefler, Corporate and Investor
Relations, PDL BioPharma, Inc., +1-510-284-8851, or
Ami.knoefler@pdl.com
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