MiMedx Adopts Limited Duration Shareholder Rights Plan In Response To Delisting From Nasdaq
The Rights Plan was adopted by the Board following evaluation and consultation with the Company's advisors, and is similar to plans adopted by numerous publicly traded companies. Given the Company's current market capitalization, the delisting of the Company's common stock from Nasdaq and the anticipated substantial and volatile trading activity following Nasdaq's suspension of trading in the Company's stock, the Board determined that the Company and its shareholders are particularly vulnerable to a creeping acquisition of actual or de facto control, whereby an investor could acquire a substantial percentage of outstanding shares of
The Rights Plan is intended to enable all
Pursuant to the Rights Plan, the Company will issue, by means of a dividend, one preferred share purchase right for each outstanding share of the Company's common stock to shareholders of record on the close of business on
Under the Rights Plan, the rights would become exercisable only if a person, group or persons acting in concert (each, an "acquiring person") acquires beneficial ownership of 10% or more of
Unless earlier redeemed, terminated or exchanged pursuant to the terms of the Rights Plan, the rights will expire at the close of business on
If a shareholder beneficially owns 10% or more of the Company's outstanding common stock at the time of the announcement of the Rights Plan, then that shareholder's existing ownership percentage will be grandfathered, although, with certain exceptions, the rights will become exercisable if at any time after the announcement of the Rights Plan such shareholder increases its ownership of the Company's common stock.
Further details about the Rights Plan will be contained in a Form 8-K to be filed by the Company with the
MiMedx® is a leading biopharmaceutical company developing and marketing regenerative and therapeutic biologics utilizing human placental tissue allografts with patent-protected processes for multiple sectors of healthcare. The Company processes the human placental tissue utilizing its proprietary PURION® process methodology, among other processes, to produce allografts by employing aseptic processing techniques in addition to terminal sterilization.
Safe Harbor Statement
This press release includes forward-looking statements including statements regarding the Board's intention to terminate the Rights Plan in certain circumstances. Forward-looking statements may be identified by words such as "believe," "expect," "intend," "may," "plan," "potential," "will," "would" and similar expressions and are based on current beliefs and expectations. Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements.
Actual results may differ materially from those set forth in the forward-looking statements as a result of various factors. There can be no assurance that the Board will terminate the Rights Plan prior to its expiration date. For more detailed information on the risks and uncertainties that may apply to the Company's business and the ownership of Company common stock, please review the Risk Factors section of the Company's most recent annual report filed with the
Robert P. Borchert, Vice President, Investor Relations, 770-651-9383, firstname.lastname@example.org