Incyte Adopts Stockholder Rights Plan
Monday September 28, 8:28 am Eastern Time
Company Press Release
SOURCE: Incyte Pharmaceuticals Inc.
PALO ALTO, Calif., Sept. 28 /PRNewswire/ -- Incyte Pharmaceuticals Inc. (Nasdaq: INCY - news) today announced that its Board of Directors
adopted a Stockholder Rights Plan that is designed to strengthen the ability of the Board of Directors to protect Incyte's stockholders and other
stakeholders.
To implement the plan, Incyte's Board of Directors declared a dividend of one preferred stock purchase right (a ''Right'') for each outstanding share of
Incyte Common Stock held of record at the close of business on October 13, 1998. Each Right represents a contingent right to purchase, under certain
circumstances, a fractional share of a newly created series of Incyte preferred stock.
The Rights would become exercisable and trade independently from Incyte Common Stock upon the public announcement of the acquisition by a person or
group of 15 percent or more of Incyte's Common Stock, or ten days after commencement of a tender or exchange offer for Incyte Common Stock that
would result in the acquisition of 15 percent or more of Incyte's Common Stock.
The Rights expire September 25, 2008 unless redeemed earlier by Incyte's Board of Directors. The Rights can be redeemed by the Board at a price of
$0.01 per Right at any time before the Rights become exercisable, but thereafter only in limited circumstances. The Rights distribution will not be taxable to
stockholders.
The rights plan is designed to protect Incyte stockholders against abusive or coercive takeover tactics and takeover tactics not in the best interests of Incyte
and its stockholders, such as acquisitions of control without paying all stockholders a fair premium, coercive tender offers and inadequate offers. It is not
intended to prevent an offer that the Board concludes is in the best interests of Incyte and its stockholders. Details of the rights plan will be contained in a
letter to be mailed to Incyte's stockholders.
Incyte Pharmaceuticals, Inc. is a leading provider of an integrated platform of genomic technologies designed to aid in the understanding of the molecular
basis of disease. The Incyte General division develops and markets gene discovery and expression products -- including databases, genomic data
management software, microarray-based gene expression services, and related reagents -- enabling the pharmaceutical industry to identify new targets and
pathways for drug discovery and development. The Incyte Genetics division will provide databases, bioinformatics, and services relating to sequencing and
mapping the human genome and identifying gene sequence variation, enabling the pharmaceutical industry to utilize pharmacogenetics as an integral part of
pharmaceutical discovery and development. For more information, visit Incyte's web site at incyte.com.
Except for the historical information contained herein, the matters set forth in this press release are forward-looking statements within the meaning of the
''safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially. For a discussion of factors that may cause results to differ, see Incyte's SEC reports, including its Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998. These forward-looking statements speak only as of the date hereof. Incyte disclaims any intent
or obligation to update these forward- looking statements.
SOURCE: Incyte Pharmaceuticals Inc.
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