Eagle Pharmaceuticals Adopts Limited Duration Stockholder Rights Plan
Eagle Pharmaceuticals has implemented a duration stockholder rights plan in response to significant stock price dislocation and unsolicited third-party accumulation attempts. The plan grants stockholders one preferred share purchase right for each common stock share as of November 11, 2024. These rights become exercisable if any entity acquires or attempts to acquire 10% or more of outstanding common stock (15% for passive institutional investors). When exercisable, each right allows holders to purchase additional shares at $10.00, with a market value of twice the exercise price. The plan expires on October 30, 2025, unless redeemed earlier.
Eagle Pharmaceuticals ha implementato un piano di diritti per gli azionisti della durata in risposta a significativi squilibri del prezzo delle azioni e tentativi di accumulo da parte di terzi non richiesti. Il piano concede agli azionisti un diritto di acquisto di azioni privilegiate per ogni azione ordinaria detenuta a partire dall'11 novembre 2024. Questi diritti diventano esercitabili se un'entità acquisisce o tenta di acquisire il 10% o più delle azioni ordinarie in circolazione (15% per gli investitori istituzionali passivi). Quando diventano esercitabili, ogni diritto consente ai titolari di acquistare azioni aggiuntive a $10,00, con un valore di mercato di due volte il prezzo di esercizio. Il piano scade il 30 ottobre 2025, a meno che non venga riscattato prima.
Eagle Pharmaceuticals ha implementado un plan de derechos de los accionistas de duración en respuesta a una importante deslocalización del precio de las acciones y los intentos de acumulación por parte de terceros no solicitados. El plan otorga a los accionistas un derecho de compra de acciones preferentes por cada acción ordinaria a partir del 11 de noviembre de 2024. Estos derechos se pueden ejercer si alguna entidad adquiere o intenta adquirir el 10% o más de las acciones ordinarias en circulación (15% para inversores institucionales pasivos). Cuando se ejercen, cada derecho permite a los titulares comprar acciones adicionales a $10.00, con un valor de mercado del doble del precio de ejercicio. El plan expira el 30 de octubre de 2025, a menos que se cancele antes.
이글 제약회사는 상당한 주가 왜곡과 원치 않는 제3자 축적 시도에 대응하여 주주 권리 계획을 시행했습니다. 이 계획은 2024년 11월 11일 현재 보통주 1주당 1개의 우선주 매수 권리를 주주에게 부여합니다. 이러한 권리는 어떤 실체가 유통 중인 보통주의 10% 이상을 인수하거나 인수 시도를 할 경우 행사 가능해집니다(수동적 기관 투자자는 15%). 행사 가능할 때, 각 권리는 보유자에게 추가 주식을 $10.00로 구매할 수 있게 하며, 시장 가치는 행사 가격의 두 배입니다. 이 계획은 2025년 10월 30일에 만료되며, 그 전에 조기 상환되지 않는 한 유효합니다.
Eagle Pharmaceuticals a mis en place un plan de droits des actionnaires d'une durée en réponse à une désorganisation significative du prix des actions et à des tentatives d'accumulation non sollicitées par des tiers. Le plan accorde aux actionnaires un droit d'achat d'actions privilégiées pour chaque action ordinaire à compter du 11 novembre 2024. Ces droits deviennent exerçables si une entité acquiert ou tente d'acquérir 10 % ou plus des actions ordinaires en circulation (15 % pour les investisseurs institutionnels passifs). Lorsqu'ils sont exerçables, chaque droit permet aux titulaires d'acheter des actions supplémentaires à 10,00 $, avec une valeur marchande deux fois supérieure au prix d'exercice. Le plan expire le 30 octobre 2025, sauf s'il est racheté plus tôt.
Eagle Pharmaceuticals hat einen Dauerrechtsschutzplan in Reaktion auf erhebliche Marktpreisverzerrungen und unaufgeforderte Ansammlung von Dritten umgesetzt. Der Plan gewährt den Aktionären ein Recht zum Erwerb einer Vorzugsaktie für jede Stammaktie ab dem 11. November 2024. Diese Rechte werden ausgeübt, wenn eine Einheit 10 % oder mehr der ausstehenden Stammaktien erwirbt oder versucht zu erwerben (15 % für passive institutionelle Anleger). Wenn sie ausgeübt werden, erlaubt jedes Recht den Inhabern, zusätzliche Aktien zum Preis von 10,00 USD zu kaufen, wobei der Marktwert doppelt so hoch ist wie der Ausübungspreis. Der Plan läuft am 30. Oktober 2025 aus, es sei denn, er wird vorher eingelöst.
- Protection against hostile takeovers at potentially undervalued prices
- Shareholders maintain opportunity to realize long-term value
- Board retains flexibility to accept beneficial acquisition proposals
- Significant stock price dislocation indicating market concerns
- Company needs to evaluate financing alternatives to strengthen liquidity
- Capital structure requires reinforcement
Insights
This stockholder rights plan, commonly known as a "poison pill," is a significant defensive measure implemented during a period of stock price volatility and potential hostile takeover threats. The 10% ownership trigger threshold (15% for passive institutional investors) is particularly restrictive, indicating serious concerns about potential hostile accumulation of shares.
The timing and structure suggest Eagle Pharmaceuticals is facing substantial pressure, likely related to its ongoing liquidity challenges. The plan's one-year duration and lack of dead-hand provisions maintain flexibility while providing immediate protection. The
The adoption of this rights plan amid a "significant dislocation" in stock price and ongoing review of financing alternatives signals serious financial distress. The company's move to the OTCMKTS and mention of efforts to strengthen liquidity position suggests urgent need for capital restructuring. The rights plan provides management important time to explore strategic alternatives while preventing opportunistic takeovers at potentially depressed valuations.
The grandfathering provision for existing large shareholders while preventing further accumulation indicates a balanced approach to protect current stakeholder interests while maintaining stability during this critical period.
WOODCLIFF LAKE, N.J., Oct. 31, 2024 (GLOBE NEWSWIRE) -- Eagle Pharmaceuticals, Inc. (the “Company” or “Eagle”) (OTCMKTS: EGRX) today announced that its Board of Directors (the “Board”) has adopted a limited duration stockholder rights agreement (the “Rights Plan”), effective immediately.
The Company continues to experience a significant dislocation in the trading price of its common stock. The Rights Plan is intended to enable each of the Company’s stockholders to have the opportunity to realize the long-term value of their investment. The Rights Plan is intended to reduce the likelihood that any person or group gains control of the Company through open market accumulation of the Company’s common stock or other means and thereby potentially disadvantaging the interests of the Company’s stockholders without appropriately compensating all stockholders or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of the Company and its stockholders. The Rights Plan was adopted in response to the significant and ongoing dislocation in the trading price of the Company’s common stock and recent unsolicited efforts by third parties to capitalize on this dislocation, including through accumulations of the Company’s common stock. As previously disclosed, the Company is conducting a review process to evaluate a range of potential financing and other alternatives to strengthen its liquidity position and capital structure.
In addition, the Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board believes that it is in the best interests of the Company and all of its stockholders. The Rights Plan is similar to other plans adopted by publicly held companies in comparable circumstances, and does not contain any dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future Board to redeem the Rights (as defined below).
In connection with the adoption of the Rights Plan, the Board declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock as of the close of business on November 11, 2024, the record date. The Rights will be exercisable only if a person or group (an “Acquiring Person”) acquires or launches a tender or exchange offer to acquire beneficial ownership (which includes certain synthetic equity interests) of
The Rights Plan will automatically expire on October 30, 2025, without any further action being required to be taken by the Board, unless the rights are earlier redeemed or exchanged by the Company. Additional information regarding the Rights Plan will be contained in a Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.
About Eagle Pharmaceuticals, Inc.
Eagle is a fully integrated pharmaceutical company with research and development, clinical, manufacturing and commercial expertise. Eagle is committed to developing innovative medicines that result in meaningful improvements in patients’ lives. Eagle’s commercialized products include PEMFEXY®, RYANODEX®, BENDEKA®, BELRAPZO®, TREAKISYM® (Japan), and BYFAVO® and BARHEMSYS® through its wholly owned subsidiary Acacia Pharma Inc. Eagle’s oncology and CNS/metabolic critical care pipeline includes product candidates with the potential to address underserved therapeutic areas across multiple disease states, and the company is focused on developing medicines with the potential to become part of the personalized medicine paradigm in cancer care. Additional information is available on Eagle’s website at www.eagleus.com.
Forward Looking Statements
This Press Release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other securities law. Forward-looking statements are statements that are not historical facts. Words and phrases such as “anticipated,” “forward,” “will,” “would,” “could,” “may,” “intend,” “remain,” “regain,” “maintain,” “potential,” “prepare,” “expected,” “believe,” “plan,” “seek,” “continue,” “goal,” “estimate,” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements with respect to: the impact of the adoption of the Rights Plan, including the ability of the Rights Plan to protect stockholders’ ability to realize the long-term value of their investment and to effectively provide the Board sufficient time to make informed judgments and take actions that are in the best interests of the Company and its stockholders, and expectations regarding the Company’s process to review potential financing and other alternatives, including the types of arrangements or transactions, if any, that the Company may determine to pursue, the scope and timing of such review process, the potential value of any such arrangements or transactions and the outcome of such review process. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the Company’s control, which could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Such risks and uncertainties include, but are not limited to: the completion of the review and preparation of the Company’s financial information and internal control over financial reporting and disclosure controls and procedures and the timing thereof; the discovery of additional information; further delays in the Company’s financial reporting, including as a result of unanticipated factors; the Company’s ability to obtain resolution with respect to the events of default under its Third Amended and Restated Credit Agreement, as amended; the Company's ability to obtain financing and the timing and potential terms thereof; whether the objectives of the review of potential financing and other alternatives process will be achieved, the terms, structure, benefits and costs of any arrangement or transaction resulting therefrom, and whether any transaction will be consummated at all; the extent to which the Rights under the Rights Plan become exercisable, if at all; the risk that the review of potential financing and other alternatives and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other relationships and on its operating results and business generally; the risk that the review of potential financing and other alternatives could divert the attention and time of the Company’s management; the costs resulting from the review of potential financing and other alternatives; the risk of the Company potentially seeking protection under bankruptcy laws; the possibility that the Company will be unable to re-list its common stock on the Nasdaq or another exchange and, if re-listed, the possibility that the Company thereafter will be unable to continue to comply with the listing rules of such exchange; the limitations on trading of the Company’s common stock related to the Company’s trading on the OTC Expert Market; the impact on the price of the Company’s common stock and the Company’s reputation; the Company’s ability to remediate material weaknesses in its internal control over financial reporting; the Company’s ability to recruit and hire a new Chief Executive Officer a new Chief Financial Officer and retain key personnel; the ability of the Company to realize the anticipated benefits of its plan designed to improve operational efficiencies and realign its sales and marketing expenditures and the impacts thereof; the Company’s reliance on third parties to manufacture commercial supplies of its products and clinical supplies of its product candidates; the impacts of geopolitical factors such as the conflicts between Russia and Ukraine and Hamas, Iran and Israel; delay in or failure to obtain regulatory approval of the Company’s or its partners’ product candidates and successful compliance with Federal Drug Administration, European Medicines Agency and other governmental regulations applicable to product approvals; changes in the regulatory environment; the uncertainties and timing of the regulatory approval process; whether the Company can successfully market and commercialize its products; the success of the Company's relationships with its partners; the outcome of litigation and other legal proceedings and the risk of additional litigation and legal proceedings, including with respect to the matters referenced herein; the strength and enforceability of the Company’s intellectual property rights or the rights of third parties; competition from other pharmaceutical and biotechnology companies and competition from generic entrants into the market; unexpected safety or efficacy data observed during clinical trials; clinical trial site activation or enrollment rates that are lower than expected; the risks inherent in drug development and in conducting clinical trials; risks inherent in estimates or judgments relating to the Company’s critical accounting policies, or any of the Company’s estimates or projections, which may prove to be inaccurate; unanticipated factors in addition to the foregoing that may impact the Company’s financial and business projections and may cause the Company’s actual results and outcomes to materially differ from its estimates and projections; and those risks and uncertainties identified in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 23, 2023, the Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 9, 2023, and for the quarter ended June 30, 2023, filed with the SEC on August 8, 2023, and its subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements contained in this Press Release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made. There is no deadline or definitive timetable for the completion of the Company’s review process to evaluate potential financing and other alternatives, there can be no assurance as to the outcome of such process, and the Company does not intend to disclose or comment on further developments with respect to such process unless and until it determines that further disclosure is required by law or it otherwise deems appropriate.
Investor Relations Contact
Timothy McCarthy, CFA
917-679-9282
tim@lifesciadvisors.com
Lisa M. Wilson
212-452-2793
lwilson@insitecony.com
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