WEX Pharmaceuticals Inc.

WEX Pharmaceuticals Inc.

July 06, 2005 08:45 ET

WEX Pharmaceuticals Inc.: Shareholders Rights Plan Adopted

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - July 6, 2005) - WEX Pharmaceuticals Inc. ("WEX" or the "Company") (TSX:WXI) announced that it has adopted a shareholder rights plan (the "Rights Plan") designed to encourage the fair treatment of its shareholders in the event of an unsolicited take-over bid for shares of the Company. The Rights Plan will provide the board of directors (the "Board) and shareholders of the Company with more time to fully consider any unsolicited take-over bid without undue pressure, allowing the Board to pursue, if appropriate, other alternatives to maximize shareholder value and allowing additional time for competing bids to emerge.

Pursuant to the Rights Plan, each holder of record of the outstanding common shares of the Company at 4:30 p.m. (PST) on July 5, 2005 will be issued one Right per common share. For administrative convenience, the Rights will trade with the common shares and be represented by the certificates representing common shares.

On the occurrence of certain triggering events, including the acquisition by a person or group of 20% or more of the votes attached to all outstanding voting shares of the Company without such person or group complying with the permitted bid or the competing permitted bid provisions of the Rights Plan, each Right will entitle its holder (other than the acquiring person and certain related persons) to acquire, for $100, common shares of the Company having a market price of $200.

The Rights are not triggered by purchases of voting shares made pursuant to a "Permitted Bid", a take-over bid made to all holders of common shares on identical terms which is open for acceptance for not less than 60 days. If, at the end of 60 days, at least 50% of the outstanding shares (other than those owned by the offeror and certain related parties) have been tendered, the offeror may take up and pay for the shares. However, the bid must be extended for an additional 10 days to allow other Company shareholders to tender. This time period will provide shareholders with more time to consider the bid and any other alternatives that may be available. The Board will also have more time to consider alternatives and to make recommendations to Company shareholders.

Any person who, as of today's date, is the beneficial owner of 20% or more of the outstanding voting shares of the Company is exempt from the application of the Plan, except that such exemption shall lapse if such person, after today's date, becomes the beneficial owner of additional voting shares that increases his or her beneficial ownership of Company voting shares by more than 1% of the number of voting shares then outstanding (subject to certain exceptions). To the knowledge of the Company, no person, as of today's date, is the beneficial owner of 20% or more of the voting shares of the Company.

Although the Rights Plan is effective upon its adoption, in accordance with the requirements of The Toronto Stock Exchange, it will be submitted to the shareholders of the Company for confirmation at an annual and special general meeting of the shareholders of the Company scheduled for August 12, 2005, at 10:00 a.m. in Vancouver, B.C.. A copy of the Rights Plan is posted on the website of the Company at the website address listed below.

The Rights Plan is similar to plans adopted by numerous other Canadian corporations. Neither the Board nor senior management of the Company is aware of any current, pending or threatened take-over bid for the Company.

About WEX Pharmaceuticals Inc.

WEX Pharmaceuticals Inc. is dedicated to the discovery, development, manufacture and commercialization of innovative drug products to treat moderate to severe acute and chronic pain, symptom pain relief associated with addiction withdrawal from opioid abuse and medicines designed for local anaesthesia. The Company's principal business strategy is to derive drugs from naturally occurring toxins and develop proprietary products for the Global market. The Company's Chinese subsidiary sells generic products manufactured at its facility in China.

Forward Looking Statements

This News Release contains forward-looking statements which may not be based on historical fact, including without limitation statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.

Contact Information

  • WEX Pharmaceuticals Inc.
    Don Evans
    604-683-8880 or 1-800-722-7549
    604-683-8868 (FAX)
    WEX Pharmaceuticals Inc.
    Gordon Stanley
    Corporate Communications
    604-683-8880 or 1-800-722-7549
    604-683-8868 (FAX)