SAN DIEGO, March 25, 2020 /PRNewswire/ -- Evofem
Biosciences, Inc. (NASDAQ: EVFM), a clinical-stage
biopharmaceutical company, today announced that its Board of
Directors has adopted a shareholder rights agreement
(the "Rights Agreement"), effective March 24, 2020, under which its stockholders will
receive a dividend in the form of preferred stock purchase rights
(the "Rights"). The record date for the dividend has been
fixed as April 8, 2020.
The Rights Agreement is similar to those adopted by other public
companies, and is intended to promote the fair and equal treatment
of all Evofem Biosciences shareholders and ensure that no person or
group can gain control of the Company through open market
accumulation or other tactics potentially disadvantaging the
interest of all shareholders. The Rights Agreement also
positions the Evofem Biosciences Board of Directors to fulfill its
fiduciary duties on behalf of all shareholders by ensuring that the
Board has sufficient time to make informed judgments about any
attempts to take over the Company. Specifically, the Board adopted
the Rights Agreement in response to information that two
substantial blocks of the Company's common stock may be divested by
shareholders in the near term, and if a single party acquired both
blocks, then a change of control could occur without the
opportunity for the Board to ensure the protection of the Company
and its stockholders.
In general terms, the Rights Agreement restricts any person or
group from acquiring beneficial ownership of 32% or more of the
Company's outstanding common stock (including, for these purposes,
certain derivative securities) after the date of this announcement.
The Rights will not prevent a takeover of the Company, but may
cause substantial dilution to anyone acquiring 32% or more of the
Company's common stock, which may block or render more difficult a
merger, tender offer or other business combination involving the
Company that is not supported by the Board of Directors. All rights
issued under the Rights Agreement will expire 12 months after the
date of its adoption.
Each Right entitles the holder to purchase a unit (each,
a "Unit") consisting of a fraction of a share of the Company's
Series A preferred stock having economic and voting rights
similar to one share of the Company's common stock. The Rights
become exercisable only if a person or group (subject to certain
exceptions) acquires beneficial ownership of 32% or more of the
Company's outstanding common stock. Should that occur, each Right
(with the exception of those belonging to the person or group
triggering the exercise of the Rights) will entitle its holder to
purchase, at the Right's exercise price, a number of Units (and, in
certain circumstances, other consideration) having a market value
at that time of twice the Right's exercise price. Subject to
adjustment as set forth in the Rights Agreement, the exercise price
is $17.50 per Right.
Stockholders are not required to take any action to receive the
distribution of their Rights. Until the Rights become exercisable,
they will not be evidenced by separate certificates and will trade
automatically with shares of the Company's common stock. The
adoption of the Rights Agreement will not be a taxable event and
will not have any impact on the Company's financial reporting.
Piper Sandler is serving as
financial advisor and Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. is serving as legal advisor to the Company in
connection with the Rights Agreement.
Further information about the Rights Agreement can be found in
the company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 25,
2020 and on the Investors section of the Company's website,
www.evofem.com.
About Evofem Biosciences,
Inc.
Evofem Biosciences, Inc., (NASDAQ: EVFM) is a clinical-stage
biopharmaceutical company committed to developing and
commercializing innovative products to address unmet needs in
women's sexual and reproductive health. Evofem Biosciences aims to
advance the lives of women by developing innovative solutions, such
as woman-controlled contraception and potential protection from
certain sexually transmitted infections (STIs). The Company's lead
product candidate, Phexxi™, is currently being reviewed by the U.S.
Food and Drug Administration for prevention of pregnancy. The
investigational candidate EVO100 is being evaluated for prevention
of urogenital transmission of both Chlamydia
trachomatis infection (chlamydia) and Neisseria
gonorrhoeae infection (gonorrhea) in women. For more
information regarding Evofem, please visit www.evofem.com.
Phexxi™ and Multipurpose Vaginal pH Regulator (MVP-R™) are
trademarks of Evofem Biosciences, Inc.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are statements other than
historical facts and often address future events or the future
performance of the Company. All forward-looking statements reflect
management's present expectations regarding future events and are
subject to known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those
expressed in or implied by any forward-looking statements. These
risks, uncertainties and other factors include, among others: risks
relating to the Company's business and general industry, economic,
political and market conditions that may impact its market
capitalization, and risks associated with litigation. These and
other risks and uncertainties are described in the Company's annual
report on Form 10-K filed on March 12, 2020, and subsequent
filings with the U.S. Securities and Exchange Commission it makes
from time to time. Given these risks, uncertainties and other
important factors, undue reliance should not be placed on these
forward-looking statements. These forward-looking statements
represent the Company's estimates and assumptions only as of the
date made, and except as required by law, the Company undertakes no
obligation to revise or update any forward-looking statements for
any reason.
Contact
Investor Contact
Amy Raskopf
Evofem Biosciences, Inc.
araskopf@evofem.com
M: (917) 673-5775
Media Contact
Cara Miller
Evofem Biosciences, Inc.
cmiller@evofem.com
O: (858) 550-1900 x272
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SOURCE Evofem Biosciences, Inc.