YMB YM Bio.'b'ser1

    YM BioSciences Adopts Shareholders' Rights Plan

 

    MISSISSAUGA, ON, Dec. 3 /CNW/ - YM BioSciences Inc. (AMEX:YMI, TSX:YM,

AIM:YMBA), the cancer drug development company with an advanced-stage

portfolio, today announced that its Board of Directors has adopted a

Shareholders' Rights Plan. This has been adopted, subject to shareholder

approval, because of the advanced stage of the Company's numerous clinical

trials, its substantial cash position, and low valuation. The Plan is designed

to ensure that any proposals to acquire YM would result in the Board being

able to determine that the value in the Company is recognized by providing

time to elicit competing bids.

    "The Shareholders' Rights Plan will address concerns that existing

legislation does not permit sufficient time for the Board of Directors and

shareholders of the Company to properly evaluate a take-over bid or pursue

alternatives to ensure shareholder value is maximized," said David Allan,

Chairman of YM BioSciences. "The Plan was not adopted in response to any

specific transaction and the Company is not aware of any pending or

contemplated offers for the Company. However, it is similar to those adopted

by other public Canadian companies, is consistent with current corporate

practice and addresses guidelines for such plans as set out by institutional

investors."

    The Plan is not intended to prevent offers for the Company but to ensure

maximization of value. No offer that stays open for at least 60 days, is made

by way of a take-over bid circular, and otherwise complies with the "Permitted

Bid" provision of the Plan would trigger the Plan. The Plan will be invoked by

an acquisition, other than pursuant to a Permitted Bid, of 20% or more of the

outstanding common shares of the Company or the commencement of a take-over

bid that does not otherwise comply with the provisions.

    One right has been issued for each of the common shares of the Company

outstanding as of November 9, 2004. The rights will trade together with the

common shares and will not be separable from the common shares or exercisable

unless a take-over bid is made that does not comply with the Permitted Bid

requirements. In such event, such rights will entitle shareholders, other than

shareholders making the take-over bid, to purchase additional common shares of

the Company at a substantial discount to the market price at the time.

    The Company has received regulatory approval from the Toronto Stock

Exchange for the adoption of the Plan. The Plan must be ratified by

shareholders of the Company. A complete copy of the Plan is available on

www.sedar.com.

 

    About YM BioSciences

    YM BioSciences Inc. is a cancer drug development company. Its lead drug,

tesmilifene, is a small molecule chemopotentiator (for taxanes and

anthracyclines) currently undergoing a pivotal Phase III trial in metastatic

breast cancer. Tesmilifene has completed a previous Phase III trial with

positive results. In addition to tesmilifene, the Company is developing an

EGFr humanized monoclonal antibody that is being tested in glioma and

pancreatic cancer in Phase II trials, has completed Phase II trials in head &

neck cancer, and is expected to enter a Phase III trial in 2005. A GnRH  

anti-cancer vaccine is in earlier stage clinical trials.

 

    Except for historical information, this press release may contain

forward-looking statements, which reflect the Company's current expectation

regarding future events. These forward-looking statements involve risk and

uncertainties, which may cause but are not limited to, changing market

conditions, the successful and timely completion of clinical studies, the

establishment of corporate alliances, the impact of competitive products and

pricing, new product development, uncertainties related to the regulatory

approval process and other risks detailed from time to time in the Company's

ongoing quarterly and annual reporting.

  

    For further information: Enquiries: James Smith, The Equicom Group Inc.,

Tel. (416) 815-0700 x 229, Email: jsmith(at)equicomgroup.com; Carolyn McEwen,

YM BioSciences Inc., Tel. (905) 629-9761, Fax (905) 629-4959, Email:

ir(at)ymbiosciences.com

    (YM. YMI YMBA)

 

 

 

 

 

 

 

 

 



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