Benzinga | Dec 16, 2020 04:16PM EST

ADMA Biologic Reports Adoption Of Limited Duration Shareholder Rights Plan

ADMA Biologics, Inc. (NASDAQ:ADMA), an end-to-end commercial biopharmaceutical company dedicated to manufacturing, marketing and developing specialty plasma-derived biologics, today announced that its Board of Directors has approved the adoption of a limited duration stockholder rights plan and declared a dividend distribution of one right for each outstanding share of common stock. The record date for such dividend distribution is December 30, 2020. The rights plan expires, without any further action being required to be taken by ADMA's Board of Directors, on December 15, 2021.

The adoption of the rights plan is intended to protect ADMA and its stockholders from the actions of third parties that ADMA's Board of Directors determines are not in the best interests of ADMA and its stockholders, and to enable all stockholders to realize the full potential value of their investment in ADMA. The rights plan was not adopted in response to any specific takeover proposal, any current accumulation of shares, or any currently threatened or pending effort to acquire control of ADMA of which the Board of Directors is aware. The rights plan was adopted to provide the Board of Directors with time to make informed decisions that are in the best long-term interests of ADMA and its stockholders and does not prevent ADMA's Board of Directors from considering any offer to acquire ADMA that it considers to be in the best interest of ADMA's stockholders.

The rights plan is similar to stockholder rights plans adopted by other publicly-traded companies. Under the rights plan, the rights generally would become exercisable only if a person or group acquires beneficial ownership of 10% or more of ADMA's common stock in a transaction or series of transactions not approved by ADMA's Board of Directors. In that situation, each holder of a right (other than the acquiring person or group, whose rights will become void and will not be exercisable) will have the right to purchase, upon payment of the exercise price and in accordance with the terms of the rights plan, a number of shares of ADMA's common stock having a market value of twice such price. In addition, if ADMA is acquired in a merger or other business combination after an acquiring person acquires 10% or more of ADMA's common stock, each holder of the right would thereafter have the right to purchase, upon payment of the exercise price and in accordance with the terms of the rights plan, a number of shares of common stock of the acquiring person having a market value of twice such price. The acquiring person or group would not be entitled to exercise these rights. In the rights plan, the definition of "beneficial ownership" includes derivative securities.

Stockholders who beneficially owned 10% or more of ADMA's outstanding common stock prior to the first public announcement by ADMA of the adoption of the rights plan will not trigger the rights plan so long as they do not acquire beneficial ownership of any additional shares of common stock at a time when they still beneficially own 10% or more of such common stock, subject to certain exceptions as set forth in the rights plan.

Further details of the rights plan will be contained in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that ADMA will be filing with the Securities and Exchange Commission (SEC). These filings will be available on the SEC's web site at www.sec.gov. Copies will also be available at no charge on the Investors section of ADMA's corporate website at www.admabiologics.com.

Jefferies LLC acted as financial advisor to ADMA in connection with the adoption of the rights plan. Morgan, Lewis & Bockius LLP is serving as legal advisor to ADMA.