QLT renews shareholder rights plan
Existing Rights Plan Expires March 17, 2002
VANCOUVER, March 11 /CNW/ - QLT Inc. announced today that its Board of
Directors has adopted a shareholder rights plan (the "Rights Plan") to replace
the plan that expires at the close of business on March 17, 2002. The
successor Rights Plan will become effective upon expiration of the existing
plan to avoid any gap in shareholder protection if there were to be an
unsolicited take-over bid for the Company's common shares. The Rights Plan is
subject to confirmation by shareholders at the annual meeting of the Company
to be held on April 25, 2002, at 10:00 a.m. in Vancouver.
The Rights Plan has few substantive changes from the existing plan. The
replacement Rights Plan was not implemented in response to any proposal,
inquiries or in anticipation of any pending or threatened take-over bid or
offer for the Common Shares of the Company.
The rights issued under the Rights Plan become exercisable only when a
person or a group of persons, including any related party, acquires or
announces its intention to acquire 20% or more of QLT's outstanding common
shares without complying with the "Permitted Bid" provisions of the Rights
Plan or without approval of the Board of Directors. Should such an acquisition
occur, each right would, upon exercise, entitle a rights holder, other than
the offeror and related parties, to purchase QLT common shares at a 50%
discount to the market price at the time.
Under the Rights Plan, a Permitted Bid is a bid made to all shareholders
and open for acceptance for not less than 60 days. If at the end of 60 days at
least 50% of the outstanding shares, other than those owned by the offeror and
related parties, have been tendered to the offeror, the offeror may take up
and pay for the shares but must extend the bid for a further 10 days to allow
other shareholders to tender. Under the Permitted Bid mechanism, shareholders
will have more time to consider the bid and any other options that may be
available before deciding whether or not to tender to the bid. The Board of
Directors will also have time to consider alternatives and to make
recommendations to shareholders.
Shareholders may obtain additional information on the replacement Rights
Plan, including any changes made from the existing plan, by referring to the
Company's Proxy Statement for the 2002 Annual Meeting of Shareholders which
will be available on March 22, 2002.
QLT Inc. is a world leader in photodynamic therapy, a field of medicine
utilizing light-activated drugs in the treatment of disease. QLT's innovative
science has led to the development and commercialization of breakthrough
treatments utilizing this and other technologies for applications in
ophthalmology and oncology. For more information, you are invited to visit
QLT's web site at www.qltinc.com. |
