BioMS Medical Announces Adoption of Shareholder Rights Plan
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Edmonton, Alberta, December 16, 2005 - BioMS Medical Corp (TSX: MS), a leading developer in the treatment of multiple sclerosis (MS), announces that its Board of Directors has adopted a shareholder rights plan designed to encourage the fair treatment of shareholders in connection with any take-over offer for the Corporation. The plan was not adopted in response to an anticipated takeover bid, but as a general planning measure.
The plan became effective on December 16, 2005 and will provide the Board and the shareholders more time to consider the terms of any bid and allow more time for the Board to pursue, if appropriate, other alternatives to maximize shareholder value. Shareholders will be asked to confirm the plan at the Annual General Meeting of the shareholders to be held in April of 2006.
The rights issued under the plan become exercisable when a person or Company acquires or announces its intention to acquire 20 percent or more of the Corporation's outstanding Class A common shares without complying with the "Permitted Bid" provisions of the plan. Should such an acquisition occur, each right upon exercise entitles a holder, other than the acquiring person and related persons, to purchase Class A common shares of BioMS Medical at a 50 percent discount to the market price at the time. The dilutive effects of the plan are not triggered by an acquisition of shares under a Permitted Bid. Under the plan, a Permitted Bid must be made to all holders of the Corporation's Class A common shares and must be open for acceptance for no less than 60 days. If at the end of the 60 days at least 50 percent of the outstanding shares (other than those owned by the offeror) have been tendered, the offeror may take up and pay for those shares, but must extend the bid for a further 10 days to allow other shareholders to tender.
The plan is similar to plans adopted by many other Canadian companies and is subject to shareholder ratification in April of 2006 and thereafter, every 3 years. The plan is also subject to acceptance for filing by the Toronto Stock Exchange.
A copy of the complete plan is available at www.sedar.com and is available from the Corporation on request.
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This press release may contain forward-looking statements, which reflect the Corporation’s current expectation regarding future events. These forward-looking statements involve risks and uncertainties that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time to time in the Corporation’s ongoing quarterly and annual reporting. Certain of the assumptions made in preparing forward-looking statements include but are not limited to the following: that dirucotide (MBP8298) will continue to demonstrate a satisfactory safety profile in ongoing and future clinical trials; and that BioMS Medical Corp. will complete the respective clinical trials within the timelines communicated in this release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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| Ryan Giese VP Corporate Communications Phone: 780-413-7152 rgiese@biomsmedical.com |
Tony Hesby Executive VP Corporate Affairs Phone: 780-413-7152 tony.hesby@biomsmedical.com |
Amanda Stadel Director Investor Relations Phone: 780-413-7152 astadel@biomsmedical.com |
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