SAN ANTONIO, TEXAS--(Marketwired - May 5, 2015) - Nerium Biotechnology, Inc. ("Nerium" or the "Company") announced today that its board of directors (the "Board") has approved the adoption of a shareholders rights plan (the "Rights Plan"). The Rights Plan is effective immediately. The Company is not aware of any specific take-over bid for the Company that is in process or currently being contemplated.
The purpose of the Rights Plan is to encourage the fair and equal treatment of the Company's shareholders in connection with any potential take-over bid for common shares in the capital of the Company (the "Shares"), and to ensure that the shareholders and the Board are provided with sufficient time to evaluate unsolicited acquisition offers and to explore and develop alternatives to maximize shareholder value. The Rights Plan is not meant to deter take-over bid proposals.
Subject to the terms of the Rights Plan, the rights (the "Rights") will become exercisable in the event that any person, together with any parties related to it, acquires or announces its intention to acquire 20% or more of the outstanding Shares without complying with the "Permitted Bid" provisions of the Rights Plan or without the approval of the Board. Should such an acquisition or announcement occur, each Right would entitle a holder of the Shares (other than the acquiring person) to purchase additional Shares at a significant discount to the then fair value. Under the Rights Plan, a bid that, among other things, is made to all shareholders for all of their Shares on identical terms and conditions and that is open for at least 60 days may constitute a "Permitted Bid".
Nerium shareholders will be asked to ratify the Rights Plan at the next annual meeting of shareholders scheduled to be held on June 26, 2015, failing which the Rights Plan will cease to have effect.
The Rights Plan is filed under the Company's profile on SEDAR. Nerium has also previously filed under its profile on SEDAR its advance notice by-law, which was adopted by the Board and approved by shareholders in 2013. The advance notice by-law ensures that the Company and its shareholders are notified in advance of any shareholder or third party that wishes to propose nominees to the Company's board of directors. Both documents are available at www.sedar.com.
About Nerium Biotechnology, Inc.
Nerium Biotechnology, Inc. is a biotechnology company involved in the research, product development, manufacture and marketing of Nerium oleander-based products. The Company's shares are not listed on any stock exchange or quotation system.
Contact Information:
Secretary-Treasurer
jnester@neriumbiotech.com