Arrowhead Pharmaceuticals Adopts Stockholder Rights Agreement
Arrowhead Pharmaceuticals Inc. (NASDAQ: ARWR) today announced that on March 21, 2017 it entered into a stockholder rights
agreement in accordance with an authorization and declaration from its board of directors of a dividend distribution of one
preferred share purchase right on each outstanding share of the company’s common stock. The rights agreement is intended to ensure
that all of the company’s stockholders receive fair and equal treatment and realize the long-term value of their investment in the
company in the event of any proposed takeover of the company and to guard against abusive tactics to gain control of the company
without paying all stockholders a premium for that control. The rights plan was not adopted in response to any specific attempt to
acquire the company.
The rights will be exercisable only if a person or group acquires 15% or more of the company’s outstanding common stock. Each
right will entitle stockholders to buy one one-thousandth of a share of a new series of junior participating preferred stock at an
exercise price of $20. If a person or group acquires 15% of the company’s outstanding common stock, each right will entitle its
holder (other than such person or members of such group) to purchase for $20, a number of company common shares having a market
value of twice such price.
In addition, at any time after a person or group acquires 15% of the company’s outstanding common stock (unless such person or
group acquires 50% or more), the company’s board of directors may exchange one share of the company’s common stock for each
outstanding right (other than rights owned by such person or group, which would have become void).
Prior to the distribution by the company of the rights to the company’s stockholders, which will take place ten business days
after acquisition by a person or group of beneficial ownership of 15% of the company’s common stock, the rights are redeemable for
one cent per right at the option of the board of directors.
The dividend distribution was made on March 22, 2017, payable to stockholders on that date and is not taxable to stockholders.
The rights will expire on March 21, 2018, unless the rights are earlier redeemed or exchanged.
A copy of the stockholder rights plan will be contained in a Form 8-K to be filed with the Securities and Exchange
Commission.
About Arrowhead Pharmaceuticals
Arrowhead Pharmaceuticals develops medicines that treat intractable diseases by silencing the genes that cause them. Using a
broad portfolio of RNA chemistries and efficient modes of delivery, Arrowhead therapies trigger the RNA interference mechanism to
induce rapid, deep, and durable knockdown of target genes. RNA interference, or RNAi, is a mechanism present in living cells that
inhibits the expression of a specific gene, thereby affecting the production of a specific protein. Arrowhead’s RNAi-based
therapeutics leverage this natural pathway of gene silencing.
For more information, please visit www.arrowheadpharma.com, or follow us on Twitter @ArrowheadPharma. To be added to the Company's email list and receive news directly, please visit http://ir.arrowheadpharma.com/alerts.cfm.
Safe Harbor Statement under the Private Securities Litigation Reform Act:
This news release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date
hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result
of various factors and uncertainties, including the safety and efficacy of our product candidates, the duration and impact of
regulatory delays in our clinical programs, our ability to finance our operations, the future success of our scientific studies,
our ability to successfully develop drug candidates, the timing for starting and completing clinical trials, rapid technological
change in our markets, and the enforcement of our intellectual property rights. Our most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q discuss some of the important risk factors that may affect our business, results of
operations and financial condition. We assume no obligation to update or revise forward-looking statements to reflect new events or
circumstances.
Source: Arrowhead Pharmaceuticals, Inc.
Arrowhead Pharmaceuticals, Inc.
Vince Anzalone, CFA, 626-304-3400
ir@arrowheadpharma.com
or
Investor Relations:
The Trout Group
Chad Rubin, 646-378-2947
ir@arrowheadpharma.com
or
Media:
Russo Partners
Rich Allan, 646-942-5588
rich.allan@russopartnersllc.com
View source version on businesswire.com: http://www.businesswire.com/news/home/20170323005429/en/