NanoLogix, Inc. Adopts Stockholder Rights Plan
April 16 2010 - 8:30AM
Marketwired
NanoLogix, Inc. (PINKSHEETS: NNLX) ("NanoLogix") announced that
today its board of directors adopted a stockholder rights plan. The
rights plan is similar to plans adopted by many other companies.
The board of directors adopted the rights plan in order to
ensure, to the extent possible, that all stockholders receive fair
and equal treatment in the event of a proposed takeover, and to
protect the company and its stockholders from abusive acquisition
tactics and inadequate or coercive takeover bids. The board of
directors intends the rights plan to provide stockholders and the
board of directors with adequate time to assess any take-over bid;
to consider alternatives to a take-over bid as a means of
maximizing stockholder value; to allow competing bids to emerge;
and to provide stockholders with adequate time to properly assess a
take-over bid without undue pressure. The board of directors is not
currently aware of any pending or threatened take-over bid for
NanoLogix.
In conjunction with the rights plan, the board of directors has
declared a dividend of one right for each outstanding share of
common stock. The dividend will be distributed on April 16th, 2010
to stockholders of record as of the close of business on that
date.
The distribution of rights is not taxable to NanoLogix or the
stockholders. Until the rights become exercisable, the rights will
not be represented by separate certificates and will trade with
NanoLogix's common stock.
Subject to certain exceptions, the rights will be exercisable
only if a person or group acquires 15% or more of NanoLogix's
outstanding common stock or announces a tender or exchange offer
which would result in ownership of 15% or more of the common
stock.
Each right will initially entitle the holder to purchase one
hundred-thousandth of a newly issued share of Series A Junior
Convertible Preferred Stock of the company at an exercise price of
$7.00, subject to adjustment. If a person or group acquires 15% or
more of the outstanding stock, each holder of a right, other than
the acquiring persons, will no longer have the right to purchase
preferred stock, but will instead have the right to purchase a
number of shares of NanoLogix's common stock at half of the then
current market price of those shares. In the event of a subsequent
merger or other business combination transaction, each holder of a
right will be entitled to purchase shares of common stock of the
acquiring entity at half of the then current market price of those
shares.
NanoLogix's board of directors will be entitled to redeem the
rights for $0.001 per right at any time prior to a person or group
exceeding the ownership limits in the rights plan. The rights will
expire in five years, unless earlier redeemed by NanoLogix.
About NanoLogix, Inc.
NanoLogix is a biotechnology company focused primarily on
medical diagnostics. Its products offer accelerated detection and
identification of microorganisms present in infectious and
non-infectious human diseases. In addition to medical, National
Defense, and Homeland Security applications, NanoLogix technology
is applicable in pharmaceutical, industrial, veterinary and
environmental testing.
Patents pending or granted to NanoLogix can be used in the areas
of applied microbiology, soil microbiology and bioremediation,
microbial physiology, molecular biology, pharmacology,
pharmaco-kinetics, antibiotic sensitivity, stem-cell research, and
bioreactor-based hydrogen generation.
More information on NanoLogix is available at:
www.nanologix.com
This press release contains statements, which may constitute
"forward- looking statements" within the meaning of the Securities
Act of 1933 and the Securities Exchange Act of 1934, as amended by
the Private Securities Litigation Reform Act of 1995. Those
statements include statements regarding the intent, belief or
current expectations of NanoLogix, Inc., and members of its
management as well as the assumptions on which such statements are
based. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, and that actual results may
differ materially from those contemplated by such forward-looking
statements. The Company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future
operating results.
Contact: NanoLogix, Inc. Investor Relations Carol Surrena
Telephone: 330-534-0800 E-mail: Email Contact
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