ADMA Biologics Adopts Limited Duration Stockholder Rights Plan
December 16 2020 - 4:15PM
ADMA Biologics, Inc. (Nasdaq: ADMA), an end-to-end commercial
biopharmaceutical company dedicated to manufacturing, marketing and
developing specialty plasma-derived biologics, today announced that
its Board of Directors has approved the adoption of a limited
duration stockholder rights plan and declared a dividend
distribution of one right for each outstanding share of common
stock. The record date for such dividend distribution is December
30, 2020. The rights plan expires, without any further action being
required to be taken by ADMA’s Board of Directors, on December 15,
2021.
The adoption of the rights plan is intended to
protect ADMA and its stockholders from the actions of third parties
that ADMA’s Board of Directors determines are not in the best
interests of ADMA and its stockholders, and to enable all
stockholders to realize the full potential value of their
investment in ADMA. The rights plan was not adopted in response to
any specific takeover proposal, any current accumulation of shares,
or any currently threatened or pending effort to acquire control of
ADMA of which the Board of Directors is aware. The rights plan was
adopted to provide the Board of Directors with time to make
informed decisions that are in the best long-term interests of ADMA
and its stockholders and does not prevent ADMA’s Board of Directors
from considering any offer to acquire ADMA that it considers to be
in the best interest of ADMA’s stockholders.
The rights plan is similar to stockholder rights
plans adopted by other publicly-traded companies. Under the rights
plan, the rights generally would become exercisable only if a
person or group acquires beneficial ownership of 10% or more of
ADMA’s common stock in a transaction or series of transactions not
approved by ADMA’s Board of Directors. In that situation, each
holder of a right (other than the acquiring person or group, whose
rights will become void and will not be exercisable) will have the
right to purchase, upon payment of the exercise price and in
accordance with the terms of the rights plan, a number of shares of
ADMA’s common stock having a market value of twice such price. In
addition, if ADMA is acquired in a merger or other business
combination after an acquiring person acquires 10% or more of
ADMA’s common stock, each holder of the right would thereafter have
the right to purchase, upon payment of the exercise price and in
accordance with the terms of the rights plan, a number of shares of
common stock of the acquiring person having a market value of twice
such price. The acquiring person or group would not be entitled to
exercise these rights. In the rights plan, the definition of
“beneficial ownership” includes derivative securities.
Stockholders who beneficially owned 10% or more
of ADMA’s outstanding common stock prior to the first public
announcement by ADMA of the adoption of the rights plan will not
trigger the rights plan so long as they do not acquire beneficial
ownership of any additional shares of common stock at a time when
they still beneficially own 10% or more of such common stock,
subject to certain exceptions as set forth in the rights plan.
Further details of the rights plan will be
contained in a Current Report on Form 8-K and in a Registration
Statement on Form 8-A that ADMA will be filing with the Securities
and Exchange Commission (SEC). These filings will be available on
the SEC’s web site at www.sec.gov. Copies will also be available at
no charge on the Investors section of ADMA’s corporate website at
www.admabiologics.com.
Jefferies LLC acted as financial advisor to ADMA
in connection with the adoption of the rights plan. Morgan, Lewis
& Bockius LLP is serving as legal advisor to ADMA.
About ADMA Biologics,
Inc.
ADMA Biologics is an end-to-end American
commercial biopharmaceutical company dedicated to manufacturing,
marketing and developing specialty plasma-derived biologics for the
treatment of immunodeficient patients at risk for infection and
others at risk for certain infectious diseases. ADMA currently
manufactures and markets three United States Food and Drug
Administration (FDA) approved plasma-derived biologics for the
treatment of immune deficiencies and the prevention of certain
infectious diseases: BIVIGAM® (immune globulin intravenous, human)
for the treatment of primary humoral immunodeficiency (PI);
ASCENIV™ (immune globulin intravenous, human – slra 10% liquid) for
the treatment of PI; and NABI-HB® (hepatitis B immune globulin,
human) to provide enhanced immunity against the hepatitis B virus.
ADMA manufactures its immune globulin products at its FDA-licensed
plasma fractionation and purification facility located in Boca
Raton, Florida. Through its ADMA BioCenters subsidiary, ADMA also
operates as an FDA-approved source plasma collector in the U.S.,
which provides a portion of its blood plasma for the manufacture of
its products. ADMA’s mission is to manufacture, market and develop
specialty plasma-derived, human immune globulins targeted to niche
patient populations for the treatment and prevention of certain
infectious diseases and management of immune compromised patient
populations who suffer from an underlying immune deficiency, or who
may be immune compromised for other medical reasons. ADMA has
received U.S. Patents: 9,107,906, 9,714,283, 9,815,886, 9,969,793
and 10,259,865 related to certain aspects of its products and
product candidates. For more information, please visit
www.admabiologics.com.
Forward-Looking Statements
Any statements contained in this press release
that do not describe historical facts may constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding the anticipated benefits and expected consequences of the
rights plan that ADMA has adopted. Such statements are identified
by use of the words “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “plans,” “predicts,” “projects,” “should,”
and similar expressions. Any forward-looking statements contained
herein are based on current expectations, but are subject to risks
and uncertainties that could cause actual results to differ
materially from those indicated, including, but not limited to, the
effectiveness of the rights plan in providing the Board of
Directors with time to make informed decisions that are in the best
long-term interests of ADMA and its stockholders, and other risk
factors discussed from time to time in our filings with the SEC,
including those factors discussed under the caption “Risk Factors”
in our most recent annual report on Form 10-K, filed with the SEC
on March 13, 2020, and in subsequent reports filed with or
furnished to the SEC. ADMA assumes no obligation and does not
intend to update these forward-looking statements, except as
required by law, to reflect events or circumstances occurring after
today’s date.
COMPANY CONTACT:Skyler
BloomDirector, Investor Relations and Corporate
Strategy | 201-478-5552 | sbloom@admabio.com
INVESTOR RELATIONS CONTACT:Sam
MartinManaging Director, Argot Partners |
212-600-1902 | sam@argotpartners.com
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