DiaMedica Adopts Shareholder Rights Plan
April 14 2011 - 4:39PM
Marketwired
DiaMedica (TSX VENTURE: DMA) announced today that its Board of
Directors has adopted a shareholder rights plan (the "Plan"),
effective as of this date. The Plan is designed to provide adequate
time for the Board of Directors and the shareholders to assess an
unsolicited takeover bid for DiaMedica, to provide the Board of
Directors with sufficient time to explore and develop alternatives
for maximizing shareholder value if a takeover bid is made, and to
provide shareholders with an equal opportunity to participate in a
takeover bid and receive full and fair value for their common
shares (the "Common Shares"). The Company is not adopting the Plan
in response to any specific proposal to acquire control of the
Company, nor is it aware of any such effort.
Shareholders will be asked to approve the Plan at the Company's
upcoming annual meeting. The Plan, if approved by the shareholders,
will expire at the close of the Company's annual meeting of
shareholders in 2014.
The rights issued under the Plan will initially attach to and
trade with the Common Shares and no separate certificates will be
issued unless an event triggering these rights occurs. The rights
will become exercisable only when a person, including any party
related to it, acquires or attempts to acquire 20 percent or more
of the outstanding Common Shares without complying with the
"Permitted Bid" provisions of the Plan or without approval of the
Board of Directors. Should such an acquisition occur or be
announced, each right would, upon exercise, entitle a rights
holder, other than the acquiring person and related persons, to
purchase Common Shares at a 50 percent discount to the market price
at the time.
Under the Plan, a Permitted Bid is a bid made to all holders of
the Common Shares and which is open for acceptance for not less
than 60 days. If at the end of 60 days at least 50 percent of the
outstanding Common Shares, other than those owned by the offeror
and certain related parties have been tendered, the offeror may
take up and pay for the Common Shares but must extend the bid for a
further 10 days to allow other shareholders to tender.
The issuance of Common Shares upon the exercise of the rights is
subject to receipt of certain regulatory approvals. The rights plan
is similar to other shareholder rights plans recently adopted by
numerous other Canadian companies. A material change report and a
complete copy of the Plan will be filed on the System for
Electronic Document Analysis and Retrieval (SEDAR) shortly.
DiaMedica further announces the issuance of 100,000 stock
options to members of the Board of Directors. The options are
exercisable at $1.44 and are the semi-annual award to members of
the Board under an automatic issuance mechanism designed to
eliminate any subjectivity as to timing or price.
About DiaMedica
DiaMedica is a biopharmaceutical company that develops novel
therapeutic products designed to improve the lives of people with
Type 1 diabetes, Type 2 diabetes and other large, medically unmet
diseases. DiaMedica's lead product candidate, DM-199, has been
shown to significantly improve glucose metabolism and protect and
proliferate beta cells.
The Company is listed on the TSX Venture Exchange under the
trading symbol "DMA".
FORWARD-LOOKING STATEMENTS
The statements made in this press release that are not
historical facts contain forward-looking information that involves
risk and uncertainties. All statements, other than statements of
historical facts, which address DiaMedica's expectations, should be
considered forward-looking statements. Such statements are based on
management's exercise of business judgment as well as assumptions
made by and information currently available to management. When
used in this document, the words "may", "will", "anticipate",
"believe", "estimate", "expect", "intend" and words of similar
import, are intended to identify any forward-looking statements.
You should not place undue reliance on these forward-looking
statements. These statements reflect a current view of future
events and are subject to certain risks and uncertainties as
contained in the Corporation's filings with Canadian securities
regulatory authorities. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results could differ materially from those
anticipated in these forward-looking statements. The Corporation
undertakes no obligation, and does not intend, to update, revise or
otherwise publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date
hereof, or to reflect the occurrence of any unanticipated events.
Although management believes that expectations are based on
reasonable assumptions, no assurance can be given that these
expectations will materialize.
Contacts: DiaMedica Inc. Rick Pauls President & CEO
204.477.7590 204.453.3745 (FAX) rpauls@diamedica.com
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