Coley Pharmaceutical Group Adopts Shareholder Rights Plan
08 10월 2007 - 9:30PM
PR Newswire (US)
WELLESLEY, Mass., Oct. 8 /PRNewswire-FirstCall/ -- Coley
Pharmaceutical Group, Inc. (NASDAQ:COLY), a biopharmaceutical
company discovering and developing a novel class of drug candidates
known as TLR Therapeutics(TM), announced today that its Board of
Directors has adopted a Stockholder Rights Plan (the "Rights Plan")
that is designed to strengthen the ability of the Board of
Directors to protect Coley's stockholders. The plan was not adopted
in response to any unsolicited offer or takeover attempt. Each
stockholder of record of the Company on October 15, 2007, will
receive a dividend of one Right for each outstanding share of
Common Stock held. Each Right represents the right to purchase,
under certain circumstances, one one-hundredth of a share of a new
series of preferred stock of the Company. The Rights will be
triggered ten days after a public announcement of the acquisition
by a person or group of 15 percent or more of Coley's Common Stock,
or ten days after the commencement of a tender or exchange offer
for the Common Stock that would result in the acquisition of 15
percent or more of the Common Stock. The Rights will expire October
5, 2017, unless redeemed or exchanged earlier by Coley's Board of
Directors. The Rights distribution will not result in a taxable
event to Coley stockholders. The Rights Plan is designed to protect
Coley stockholders against abusive or coercive takeover tactics and
other takeover tactics that are not in the best interests of the
company and its stockholders, such as acquisitions of control
without paying all stockholders a fair premium, coercive tender
offers and inadequate offers. It is not intended to prevent an
offer that the Board concludes is in the best interest of Coley and
its stockholders. A complete copy of the Rights Plan will be
included in a Form 8-K to be filed by Coley with the Securities and
Exchange Commission. In addition, stockholders of record of Coley
on October 15, 2007, will be mailed a detailed summary of the
Rights Plan. About Coley Pharmaceutical Group Coley Pharmaceutical
Group, Inc. is an international biopharmaceutical company,
headquartered in Wellesley, Massachusetts, USA, that discovers and
develops TLR Therapeutics(TM), a new class of investigational drug
candidates that direct the human immune system to fight cancers,
allergy and asthma disorders and to enhance the effectiveness of
vaccines. Coley has established a pipeline of TLR Therapeutic
product candidates currently advancing through clinical development
with partners and has additional product candidates in preclinical
development. Coley has product development, research and license
agreements with Pfizer, sanofi-aventis, GlaxoSmithKline, Merck,
Novartis Vaccines and the United States government. For further
information on Coley Pharmaceutical Group please visit
http://www.coleypharma.com/. Safe Harbor Statement Certain
statements in this news release concerning Coley's business are
considered "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, those relating to Coley's Rights
Plan. Any or all of the forward-looking statements in this press
release may turn out to be wrong. They can be affected by
inaccurate assumptions Coley might make or by known or unknown
risks and uncertainties, including, but not limited to: the early
stage of product development; uncertainties as to the future
success of ongoing and planned clinical trials; the risk that
results from early stage clinical trials may not be indicative of
results in later stage trials; the unproven safety and efficacy of
products under development; intellectual property rights and
litigation; competitive products; and other risks identified in
Coley's filings with the Securities and Exchange Commission
including, but not limited to, Coley's Annual Report on Form 10-K
for the fiscal year ended December 31, 2006. Consequently, no
forward-looking statement can be guaranteed, and actual results may
vary materially. Coley undertakes no obligation to publicly update
forward-looking statements, whether because of new information,
future events or otherwise, except as required by applicable law.
DATASOURCE: Coley Pharmaceutical Group, Inc. CONTACT: Susan Hager
of Coley Pharmaceutical Group, Inc., Sr. Director, Investor
Relations and Corporate Communications, +1-781-431-9079, ; Media,
Karen L. Bergman, +1-650-575-1509, , or Michelle Corral,
+1-415-794-8662, , both of BCC Partners for Coley Pharmaceutical
Group, Inc. Web site: http://www.coleypharma.com/
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