CUPERTINO, Calif., Jul 6, 2001 /PRNewswire/ — DURECT Corporation
(Nasdaq: DRRX) announced today that its Board of Directors adopted a Stockholder
Rights Plan. The Rights Plan is designed to protect and maximize the value of
stockholders’ interest in DURECT Corporation, to enable all DURECT stockholders
to realize the full value of their investment and to provide for fair and equal
treatment for all stockholders in the event that an unsolicited attempt is made
to acquire DURECT. The adoption of the plan was not made in response to any
specific attempt to acquire DURECT or its shares and the company is not aware of
any current offers to do so.
The rights issued pursuant to the Rights Plan will initially trade with shares
of DURECT’s common stock, unless and until they are separated upon the
occurrence of certain future events, and will have no impact on the way in which
the company’s shares are traded. The distribution of the rights will be payable
to stockholders of record on July 20, 2001. The rights will expire on July 6,
2011. The rights are not exercisable until ten days after a person or group
announces acquisition of 17.5 percent or more of DURECT’s outstanding common
stock or the commencement of a tender offer, which would result in ownership by
the person or group of 17.5 percent or more of DURECT’s outstanding common
stock.
If a person or group acquires 17.5 percent or more of DURECT’s common stock, all
rights holders except the potential acquiror will be entitled to acquire DURECT
common stock at a discount. The effect will be to discourage acquisitions of
more than 17.5 percent of DURECT’s common stock without negotiations with
DURECT’s Board of Directors. Under certain circumstances, the company’s Board of
Directors may also exchange the rights (other than those owned by the acquiror
or its affiliates) for the company’s common stock at an exchange ratio of one
share of common stock per right. The company is entitled to redeem the rights at
any time on or before the tenth day following acquisition by a person or group
of 17.5 percent or more of the company’s common stock. Additional details
regarding the Rights Plan will be outlined in a summary to be mailed to
stockholders of record as of the record date.
The statements in this press release regarding DURECT’s plans and future
activities are forward-looking statements involving risks and uncertainties that
could cause actual results to differ materially from those in such
forward-looking statements. Potential risks and uncertainties include, but are
not limited to, DURECT’s ability to develop, manufacture and commercialize its
products, successfully complete clinical trials, obtain product and
manufacturing approvals from regulatory agencies, and validate and qualify a
manufacturing facility, as well as marketplace acceptance of DURECT’s products.
Further information regarding these and other risks is included in the company’s
Quarterly Report on Form 10Q for the quarter ended March 31, 2001 filed with the
SEC on May 11, 2001 and Annual Report on Form 10K for the fiscal year ended
December 31, 2000 filed with the SEC on March 30, 2001.
Contact: Schond L. Greenway, Director, Investor Relations of DURECT Corporation,
408-777-1417, schond.greenway@durect.com.
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SOURCE DURECT Corporation
CONTACT: Schond L. Greenway, Director, Investor Relations of DURECT
Corporation, 408-777-1417, schond.greenway@durect.com
(DRRX)