SyntheMed, Inc. Adopts Shareholder Rights Plan
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ISELIN, N.J., May 20 /PRNewswire-FirstCall/ -- SyntheMed, Inc.
(OTC Bulletin Board: SYMD) announced today that its Board of Directors
approved the adoption of a shareholder rights plan. The shareholder rights
plan is designed to ensure that shareholders realize fair value and equal
treatment in the event of an attempted takeover of the company and to protect
the company and its shareholders against coercive takeover tactics. The plan
was not approved for adoption as a result of any specific takeover attempt.
To implement the shareholder rights plan, the Board of Directors has
declared a dividend distribution of one right for each share of SyntheMed
common stock outstanding as of the close of business on June 2, 2008.
Initially, the rights will be represented by SyntheMed common stock
certificates, will not be traded separately from the common stock and will not
be exercisable. The rights generally will become exercisable following any
person becoming an "acquiring person" by acquiring, or commencing a tender
offer to acquire, beneficial ownership of 15% or more of the outstanding
shares of SyntheMed common stock. If a person becomes an "acquiring person,"
each holder of a right, other than the acquirer, would be entitled to receive,
upon payment of the then purchase price, a number of shares of SyntheMed
common stock or other securities having a value equal to twice the purchase
price. If SyntheMed is acquired in a merger or other business combination
transaction after any such event, each holder of a right, other than the
acquirer, would be entitled to receive, upon payment of the then purchase
price, shares of the acquiring company having a value equal to twice the
purchase price. The rights are scheduled to expire on June 2, 2018 unless
earlier redeemed, terminated or exchanged in accordance with the terms of the
shareholder rights plan.
In connection with the adoption of the rights plan, a committee of the
Board of Directors comprised of independent directors is to review the rights
plan at least once every three years to determine whether maintaining the
rights plan continues to be in the best interests of the company and its
stockholders.
The rights plan and the terms of the rights are governed by a rights
agreement dated May 20, 2008 between SyntheMed and its transfer agent. The
foregoing description of the rights plan does not purport to be complete and
is qualified in its entirety by reference to the full text of the rights
agreement, which will be filed with the Securities and Exchange Commission.
About SyntheMed, Inc.
SyntheMed, Inc. is a biomaterials company engaged in the development and
commercialization of anti-adhesion products, drug delivery products and other
surgical implants. The company is primarily focused on the advancement and
expansion of product development programs based on its proprietary
bioresorbable polymer technology.
Statements in this Press Release that are not statements of historical
fact, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of the
Company, or industry results, to be materially different from any future
results, performance, or achievements expressed or implied by such
forward-looking statements. Reference is made to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2007 for a description of
these, as well as other, risks and uncertainties.
SOURCE SyntheMed, Inc.
Gregory Tiberend, gtiberend@rlcinc.com, or Mary Kate Dubuss,
mkdubuss@rlcinc.com, both of Richard Lewis Communications, Inc. for SyntheMed,
Inc., +1-212-827-0020
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