Vasogen Inc. INVESTOR CONTACT
2155 Dunwin Drive Glenn Neumann
Mississauga, ON, Canada L5L 4M1 Investor Relations
tel: (905) 569-2265 fax: (905) 569-9231 (905) 569-9065
www.vasogen.com [email protected]
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FOR IMMEDIATE RELEASE
Vasogen Adopts Shareholder Rights Plan
Toronto, Ontario (November 22, 2000) -- Vasogen Inc. (TSE:VAS; AMEX:MEW)
announces that its Board of Directors has adopted a Shareholder Rights Plan,
which becomes effective today. The Rights Plan is subject to ratification by
Shareholders at the Company's Annual and Special Meeting scheduled for May 2,
2001. Pending such ratification, the Rights Plan remains in effect.
The Rights Plan is designed to provide Shareholders of Vasogen's common shares
sufficient time to properly assess a take-over bid and to provide the Board of
Directors time to seek alternatives in an effort to ensure that Shareholders
receive full and fair value for their shares. It is also designed to ensure that
any transaction treats all Shareholders fairly and provides them an equal
opportunity to share in the premium paid upon an acquisition of control.
The Rights Plan is similar to other shareholder rights plans in Canada and
becomes operative if any party acquires more than 20% of the outstanding Vasogen
common shares, other than by way of a "permitted bid" or transaction otherwise
approved by the Board of Directors. The "permitted bid" concept is intended to
allow shareholders time to review and decide upon a take-over bid for
themselves, while establishing a minimum standard of fairness, and to give
shareholders and the Board sufficient time to evaluate the "permitted bid" or
potential competing bids. To qualify as a permitted bid, a take-over bid must:
(i) be made by way of a take-over bid to all holders of Vasogen's common shares;
(ii) be open for a minimum of 60 days following the date of the bid and no
shares may be taken up during that time; (iii) be conditional upon at least 50%
of Vasogen's common shares being tendered; (iv) provide Vasogen shareholders the
right to withdraw deposited shares at any time until they have been taken up and
paid for; and (v) remain open for 10 days following acceptance by the holders of
50% of Vasogen common shares to permit the remaining shareholders to tender
their shares.
Under the Rights Plan, each common shareholder of the Company as at 5 p.m.
(Toronto time) on the record date of November 22, 2000, will receive one right
for each common share held. The rights will become operative eight trading days
after a person/company has acquired more than 20% of Vasogen's common shares
outstanding or has commenced or announced a take-over bid for the common shares
of the Company other than by way of a "permitted bid", competing bid, or a
transaction otherwise approved by the Board of Directors. Holders of rights,
other than those held by an acquiring person/company, will be entitled to
acquire Vasogen common shares at a 50% discount to the then prevailing market
price. Further details of the Rights Plan will be contained in the Company's
Information Circular, which will be mailed to shareholders in connection with
the Company's Annual and Special Meeting.
The Company is not aware at this time of any pending or threatened take-over bid
for its common shares.
Vasogen is focused on developing immune modulation therapies to advance the
treatment of cardiovascular, autoimmune and related inflammatory diseases.
These therapies are designed to target fundamental disease-causing events,
providing safe, effective treatment.
Statements contained in this press release, including those pertaining to
scientific and clinical research, commercialization plans, strategic alliances,
and intellectual property protection, other than statements of historical fact,
are forward-looking statements subject to a number of uncertainties that could
cause actual results to differ materially from statements made.
