VIENNA, Va., Nov. 9 /PRNewswire-FirstCall/ -- CEL-SCI Corporation
(Amex: CVM) announced today that its Board of Directors has approved a
Stockholder Rights Plan designed to ensure that all of its stockholders
receive fair and equal treatment in the event of any proposal to acquire
control of CEL-SCI.
Geert Kersten, Chief Executive Officer, said "We have finally gotten to
the Phase III clinical trial stage for a cancer indication that has a
multi- billion dollar market with no competing product and we have retained
our key marketing rights. That is a fairly unique situation. Therefore we
need to be vigilant and protect the shareholders during this crucial time
period. Distribution of the Rights is not intended to prevent a takeover of
CEL-SCI on terms beneficial to its stockholders; however this action by our
Board increases its ability to effectively represent the interests of all
Stockholders in the event of an unsolicited takeover attempt." Kersten
added that the plan was not adopted in response to any specific effort to
gain control of CEL-SCI and that he was not aware of any such attempt.
The Stockholder Rights Plan guards against partial or two-tier tender
offers, coercive stock accumulation programs, and other tactics that may be
used to gain control of CEL-SCI without offering a fair price to all
stockholders. Many other publicity held companies have adopted such plans.
Under the Rights Plan, each stockholder will receive a dividend of one
Series A Right and one Series B Right for each share of CEL-SCI common
stock registered in the stockholders' name. The Right will not become
exercisable until either of two events occurs. First, if any person or
group (i) acquires 15% or more of CEL-SCI's common stock, or (ii) begin a
tender offer or exchange offer that would result in such person owing 15%
or more common stock (except pursuant to an offer for all shares deemed
fair by CEL-SCI's Board of Directors), each Series A Right would entitle
its holder, beginning on the fifteenth business day after the announcement
of the acquisition or the commencement of the tender offer, to buy one
share of CEL-SCI's common stock at a price equal to 20% of the public
market price of the common stock.
Second, if CEL-SCI is acquired in a merger or other business
combination or disposes of more than half its assets after a person or
group acquires 15% or more of CEL-SCI's common stock (other than a
transaction with a person who acquired Common Shares through a tender offer
or exchange offer for all outstanding Common Shares approved by the Board
of Directors of the Company in accordance with the terms of Rights
Agreement), each Series B right would entitle its holder to purchase shares
of the acquiring company's common stock at a 50% discount to market value.
CEL-SCI may redeem the Rights at $0.0001 per Right at any time up to
fifteen business days after a public announcement that a 15% position has
been acquired or a tender offer has begun.
The distribution of the Series A and Series B Rights will be made on
November 9, 2007 to stockholders of record on that date. The Right will
expire October 30, 2015. The distribution of the Rights is not taxable to
stockholders or CEL-SCI.
About CEL-SCI:
CEL-SCI Corporation is developing products that empower immune
defenses. Its lead product is Multikine(R). In Phase II clinical trials
Multikine was shown to be safe and well-tolerated, and to improve the
patients' overall survival by 33% at a median of three and a half years
following surgery. The U.S. Food and Drug Administration (FDA) gave the
go-ahead for a Phase III clinical trial with Multikine in January 2007 and
granted orphan drug status to Multikine in the neoadjuvant therapy of
squamous cell carcinoma (cancer) of the head and neck in May 2007.
Multikine, a patented defined mixture of naturally derived cytokines,
is the first immunotherapeutic agent in a new class of drugs called "Immune
SIMULATORS". Immune SIMULATORS simulate the way our natural immune system
acts in defending us against cancer. As opposed to other immunotherapies
which are designed to target a single or limited number of specific
antigens or molecules, Immune SIMULATORS are multi-targeted; they
simultaneously cause a direct and targeted killing of the specific tumor
cells and they activate the immune system to produce a stronger anti-tumor
attack on multiple fronts.
Multikine is also the first immunotherapeutic agent being developed as
a first-line standard of care treatment for cancer. It is administered
prior to any other cancer therapy because that is the period when the
anti-tumor immune response can still be fully activated. Once the patient
has advanced disease, or had surgery or has received radiation and/or
chemotherapy, the immune system is severely weakened and is less able to
mount an effective anti-tumor immune response. Other immunotherapies are
administered after the patient has received chemotherapy and/or radiation
therapy, which can limit their effectiveness.
The Company has operations in Vienna, Virginia and Baltimore, Maryland.
CEL-SCI's other products, which are currently in pre-clinical stage, have
shown protection against a number of diseases in animal tests and are being
tested against diseases associated with bio-defense and avian flu.
SOURCE CEL-SCI Corporation
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Related links:
http://www.cel-sci.com
CONTACT:
Gavin de Windt of CEL-SCI Corporation,
+1-703-506-9460
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