WELLESLEY, Mass., Oct. 8 /PRNewswire-FirstCall/ -- Coley Pharmaceutical Group, Inc. (Nasdaq: COLY), a biopharmaceutical company discovering and developing a novel class of drug candidates known as TLR Therapeutics(TM), announced today that its Board of Directors has adopted a Stockholder Rights Plan (the "Rights Plan") that is designed to strengthen the ability of the Board of Directors to protect Coley's stockholders. The plan was not adopted in response to any unsolicited offer or takeover attempt.
Each stockholder of record of the Company on October 15, 2007, will receive a dividend of one Right for each outstanding share of Common Stock held. Each Right represents the right to purchase, under certain circumstances, one one-hundredth of a share of a new series of preferred stock of the Company. The Rights will be triggered ten days after a public announcement of the acquisition by a person or group of 15 percent or more of Coley's Common Stock, or ten days after the commencement of a tender or exchange offer for the Common Stock that would result in the acquisition of 15 percent or more of the Common Stock. The Rights will expire October 5, 2017, unless redeemed or exchanged earlier by Coley's Board of Directors. The Rights distribution will not result in a taxable event to Coley stockholders.
The Rights Plan is designed to protect Coley stockholders against
abusive or coercive takeover tactics and other takeover tactics that are
not in the best interests of the company and its stockholders, such as
acquisitions of control without paying all stockholders a fair premium,
coercive tender offers and inadequate offers. It is not intended to prevent
an offer that the Board concludes is in the best interest o
|SOURCE Coley Pharmaceutical Group, Inc.|
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