Avalon Pharmaceuticals Adopts Stockholder Rights Plan
27 April 2007 - 9:30PM
PR Newswire (US)
GERMANTOWN, Md., April 27 /PRNewswire-FirstCall/ -- Avalon
Pharmaceuticals, Inc. (NASDAQ:AVRX) today announced that its Board
of Directors has approved the adoption of a Stockholder Rights
Plan. The Rights Plan is designed to deter coercive takeover
tactics and to prevent an acquirer from gaining control of the
company without offering a fair and adequate price and terms to all
of the company's stockholders. To implement the Rights Plan, the
Board of Directors has declared a distribution of one Right for
each share of Avalon common stock outstanding as of the close of
business on May 10, 2007. Initially, the Rights will be represented
by Avalon's common stock certificates, will not be traded
separately from the common stock and will not be exercisable;
however, among other things, in the event that any person acquires
beneficial ownership of 20 percent or more of the outstanding
shares of Avalon's common stock, each holder of a Right, other than
the acquirer, would be entitled to receive, upon payment of the
purchase price, which is initially set at $60 per Right, a number
of shares of Avalon common stock having a value equal to two times
such purchase price. The Rights are expected to expire on May 10,
2017 unless earlier redeemed or exchanged in accordance with the
terms of the Rights Plan. The Rights Plan provides that a committee
of the Board of Directors comprised of independent directors will
review the Rights Plan at least once every three years to determine
whether maintaining the Rights Plan is in the best interests of the
company's stockholders. The foregoing description of the Rights
Plan does not purport to be complete and is qualified in its
entirety by reference to the full text of the Rights Plan, which
will be filed with the Securities and Exchange Commission. About
Avalon Pharmaceuticals Avalon Pharmaceuticals is a
biopharmaceutical company focused on the discovery and development
of potential first-in-class cancer therapeutics. Avalon has a lead
product in Phase I clinical development (AVN944), preclinical
programs to develop inhibitors for the Beta (B)-catenin and Aurora
pathways, discovery programs for Survivin and Myc pathway
inhibitors, and value generating partnerships with Merck,
MedImmune, Medarex, and Novartis. By utilizing AvalonRx(R) our
platform technology, based upon the proprietary use of large-scale
gene expression, the company is uniquely positioned to develop
therapeutics focused on pathways that have historically been
characterized as "undruggable." Avalon was established in 1999 and
is headquartered in Germantown, Md. Contacts: Avalon
Pharmaceuticals, Inc. Gary Lessing Executive Vice President &
CFO Tel: (301) 556-9900 Fax: (301) 556-9910 Email: Noonan Russo
Wendy Lau (Media) Tel: (212) 845-4272 The Trout Group LLC Chad
Rubin (Investors) Tel: (646) 378-2947 DATASOURCE: Avalon
Pharmaceuticals, Inc. CONTACT: Gary Lessing, Executive Vice
President & CFO of Avalon Pharmaceuticals, Inc.,
+1-301-556-9900, or fax, +1-301-556-9910, or ; or Media, Wendy Lau
of Noonan Russo, +1-212-845-4272; or Investors, Chad Rubin of The
Trout Group LLC, +1-646-378-2947
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