Declares Dividend Distribution of Preferred Stock Purchase Rights
HAYWARD, Calif.--(BUSINESS WIRE)--Jan. 21, 2009--IMPAX Laboratories, Inc. (OTC:IPXL) today announced that
its Board of Directors has approved the adoption of a shareholder rights
plan designed to ensure that all shareholders of the Company receive
fair and equal treatment in the event of an unsolicited takeover
proposal. The rights plan, which was not adopted in response to any
known current accumulation of shares or effort to acquire control of the
Company, is designed to enhance the Company's ability to negotiate with
any prospective acquirer and to deter unilateral actions by hostile
acquirers that could deprive the Company's Board of Directors and
shareholders of their ability to determine the destiny of the Company
and obtain the highest price for shareholders' common stock. IMPAX's
shareholder rights plan is similar to plans adopted by many other
publicly traded companies.
In connection with the rights plan, the Board of Directors declared a
dividend distribution of one preferred share purchase right per
outstanding share of common stock. Each right will entitle shareholders
to purchase one one-thousandth of a share of a newly created Series A
Junior Participating Preferred Stock at a price of $15. The dividend
distribution is payable to shareholders of record as of the close of
business on January 30, 2009. The dividend distribution will not be
taxable to shareholders.
Larry Hsu, Ph.D., president and chief executive officer of IMPAX, said,
"In light of the extreme volatility in the stock markets, we believe
that it is both necessary and appropriate to take measures to protect
all of our shareholders from potential actions designed to deprive our
shareholders of realizing the full and fair value of their investment.
The rights plan is not aimed at preventing an acquisition of the Company
and does not prevent the Board from considering any offer that it
considers to be in the best interest of shareholders. The plan is
intended to encourage anyone seeking to acquire the Company to negotiate
with the Board prior to attempting a takeover."
Under the rights plan, if a person becomes the beneficial owner of 20%
or more of IMPAX's outstanding common stock, other than pursuant to a
"qualified offer" (as described below) or under certain other limited
circumstances, each right will entitle its holder to purchase, at the
then-current exercise price of the rights, a number of shares of the
Company's common stock having a market value of twice such exercise
price. Rights held by the 20% holder will become void and will not be so
exercisable. If the Company is acquired in a merger or other business
combination after a person becomes the beneficial owner of 20% or more
of the Company's common stock, each right will entitle its holder to
purchase at the then-current exercise price of the rights, a number of
the acquiring company's common shares having a market value of twice
such exercise price.
In order to ensure that the rights plan does not discourage prospective
acquirers from making offers to acquire the Company that may be in the
best interests of stockholders, the rights plan contains "qualified
offer" provisions. Thus, the rights will not become exercisable in
connection with a "qualified offer," which is defined as a tender or
exchange offer for all outstanding shares of the Company's common stock
that is fully financed, remains open for a period of at least 120
business days, assures a prompt second-step acquisition of shares not
purchased in the initial offer at the same price as the initial offer,
and meets certain minimum tender and other requirements, including the
determination by the Company's Board of Directors that the offer is
neither unfair nor inadequate and is otherwise in the best interests of
the Company and its shareholders. Additionally, the Board of Directors
has established a mechanism under which an independent committee of the
Board will review the plan annually and, if it deems it appropriate,
recommend that the Board modify or terminate the rights plan.
The rights will trade with IMPAX's common stock unless and until they
are separated upon the occurrence of certain future events. At any time
prior to the earlier of the expiration of the rights plan and the 10th
business day, or such later date as may be determined by the Board of
Directors, after the time a person or group (other than certain exempted
persons) acquires more than 20% of the Company's common stock other than
pursuant to a "qualified offer," the Company may redeem the rights at a
redemption price of $0.01 per right. While the rights plan is effective
immediately, the Company intends to seek ratification of the rights plan
by the Company's shareholders within the next 12 months. The rights plan
will expire on January 20, 2012, unless the rights are earlier redeemed
or the rights plan is earlier terminated by the Company.
Additional information regarding the rights plan and the rights will be
contained in a Current Report on Form 8-K and in a Registration
Statement on Form 8-A that the Company intends to file with the
Securities and Exchange Commission. These filings will be available on
the SEC's Web site at www.sec.gov.
In addition, the Company will make available to its shareholders a
"Summary of the Rights" that will describe the material terms of the
rights plan.
About IMPAX Laboratories, Inc.
IMPAX Laboratories, Inc. is a technology based specialty pharmaceutical
company applying its formulation expertise and drug delivery technology
to the development of controlled-release and specialty generics in
addition to the development of branded products. IMPAX markets its
generic products through its Global Pharmaceuticals division and markets
its branded products through the IMPAX Pharmaceuticals division.
Additionally, where strategically appropriate, IMPAX has developed
marketing partnerships to fully leverage its technology platform. IMPAX
Laboratories is headquartered in Hayward, California, and has a full
range of capabilities in its Hayward and Philadelphia facilities. For
more information, please visit the Company's Web site at: www.impaxlabs.com.
CONTACT: IMPAX Laboratories, Inc.
Larry Hsu, Ph.D. President & CEO
510-476-2000, Ext. 1111
or
Arthur Koch, CFO
215-933-0351
or
Mark Donohue, Sr. Director Investor Relations
215-933-3526
www.impaxlabs.com
Source: IMPAX Laboratories, Inc.