Vancouver, Canada – September 11, 2019 – Sirona Biochem Corp. (TSX-V: SBM) (FSE: ZSB) (“Sirona”) is pleased to announce that its board of directors has approved the adoption of a shareholder rights plan (the “Rights Plan”). The Rights Plan is subject to acceptance by the TSX Venture Exchange (“TSXV”) and ratification by Sirona’s shareholders within six months. If the shareholders do not ratify the Rights Plan at the AGM, the Rights Plan and all the rights outstanding at the time will terminate.
The Rights Plan, also commonly referred to as a poison pill, is designed to ensure that, in the context of a bid for control of the Company through an acquisition of shares, all shareholders have an equal opportunity to participate in, and adequate time to assess, the bid. The Rights Plan is not intended to prevent take-over bids that treat shareholders equally and offer fair value. The Rights Plan expressly permits certain take-over bids, referred to as “permitted bids”, that meet basic requirements intended to protect the interests of shareholders.
Under the terms of the Rights Plan, one right (a “Right”) will be issued by the Company for each outstanding share. The Rights become exercisable only if a person acquires 20% or more of the shares of the Company without complying with the “permitted bid” provisions of the Rights Plan or without the approval of the Company’s board of directors. Once exercisable, the Rights entitle holders (other than such acquiring person, its affiliates, associates and joint actors) to purchase shares of the Company at a substantial discount to the prevailing market price at the time that the Rights become exercisable.
The Rights Plan was not adopted in response to any specific take-over bid for the Company that has been made or that the Company is aware of. The Rights Plan is similar to plans adopted by other Canadian companies. The Rights Plan also addresses concerns that a person may acquire control of Sirona through market purchases of shares, known as a “creeping bid”, without paying fair value for a control position or sharing a control premium equally among all shareholders.
A copy of the Rights Plan will be filed on SEDAR at www.sedar.com following the approval of shareholders and the acceptance by the TSXV.
About Sirona Biochem Corp.
Sirona Biochem is a cosmetic ingredient and drug discovery company with a proprietary platform technology. Sirona specializes in stabilizing carbohydrate molecules with the goal of improving efficacy and safety. New compounds are patented for maximum revenue potential.
Sirona’s compounds are licensed to leading companies around the world in return for licensing fees, milestone fees and ongoing royalty payments. Sirona’s laboratory, TFChem, is located in France and is the recipient of multiple French national scientific awards and European Union and French government grants. For more information, please visit www.sironabiochem.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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Sirona Biochem cautions you that statements included in this press release that are not a description of historical facts may be forward-looking statements. Forward-looking statements are only predictions based upon current expectations and involve known and unknown risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of release of the relevant information, unless explicitly stated otherwise. Actual results, performance or achievement could differ materially from those expressed in, or implied by, Sirona Biochem’s forward-looking statements due to the risks and uncertainties inherent in Sirona Biochem’s business including, without limitation, statements about: the progress and timing of its clinical trials; difficulties or delays in development, testing, obtaining regulatory approval, producing and marketing its products; unexpected adverse side effects or inadequate therapeutic efficacy of its products that could delay or prevent product development or commercialization; the scope and validity of patent protection for its products; competition from other pharmaceutical or biotechnology companies; and its ability to obtain additional financing to support its operations. Sirona Biochem does not assume any obligation to update any forward-looking statements except as required by law.