Exhibit 99.1
For Immediate Release: Company Contact:
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June 5, 2002 Nancy C. Broadbent
Chief Financial Officer
(215) 579-7388
Investor Relations:
Lisa Carlton-Wilson
In-Site Communications
(212) 759-3929
COLLAGENEX PHARMACEUTICALS ADOPTS
AMENDED AND RESTATED SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Newtown, PA, June 5, 2002 - CollaGenex Pharmaceuticals, Inc. (Nasdaq: CGPI)
today announced that its Board of Directors had adopted an Amended and Restated
Shareholder Protection Rights Agreement (the "Restated Plan"). Such Restated
Plan supercedes, in its entirety, the Company's existing Shareholder Protection
Rights Agreement initially adopted on September 15, 1997 (the "Original Plan"),
as amended. Rights attached to outstanding shares of common stock under the
Original Plan and rights attached to shares of common stock issued by the
Company after the date hereof will be governed pursuant to the terms of the
Restated Plan.
The Restated Plan is not adopted in response to any specific effort to
acquire control of the Company, but rather to continue to ensure that all
CollaGenex' stockholders are treated fairly in the event of an unsolicited
takeover of the Company or other tactics intended to gain control of CollaGenex
without maximizing stockholder value.
The Restated Plan, like the Original Plan, provides generally that if,
without prior approval of the Board of Directors, a third party acquires 20% or
more of CollaGenex' common stock, all stockholders of the Company (other than
the acquiring party) will be entitled to buy shares of the Company's common
stock having a market value equal to double the exercise price for each right
they hold. In addition, if, subsequent to the time a third party acquires such
interest in the Company's common stock, the Company merges or consolidates with
another party and is not the surviving entity, or the Company transfers more
than 50% of its assets or earning power to another party,
all stockholders of the Company (other than the acquiring or surviving party)
shall have substantially equivalent rights to purchase the equity securities of
such acquiring or surviving party. The Board of Directors approved an exercise
price of $65.00 per right, based, in part, upon the recommendation of its
financial advisors. Any such issuance under the Restated Plan would have a
substantial dilutive effect on the acquiring or surviving party.
CollaGenex Pharmaceuticals, Inc. is a specialty pharmaceutical company
currently focused on providing innovative medical therapies to the dental and
dermatology markets. The Company's lead product, Periostat(R), is the first and
only pharmaceutical to treat periodontal disease by inhibiting the enzymes that
destroy periodontal support tissues. Periostat is marketed to the dental
community through a professional pharmaceutical sales force composed of
approximately 120 sales representatives and managers. Currently, the Company's
dental sales force is also marketing Vioxx(R), a Merck & Co. drug that
CollaGenex co-promotes for the treatment of acute dental pain, and Atridox(R),
Atrisorb(R) and Atrisorb-D(R), Atrix Laboratories Inc.'s products for the
treatment of adult periodontitis.
Research has shown that the enzyme suppression technology underlying
Periostat may also be applicable to other diseases involving destruction of the
body's connective tissues, including cancer metastases (Metastat(R)) and a broad
range of inflammatory diseases. CollaGenex is developing a series of novel,
proprietary compounds known as IMPACS (Inhibitors of Multiple Proteases and
Cytokines) to address these applications. The Company intends to pursue further
research and development of these technologies primarily through partnerships
with third parties.
To receive additional information on the Company, please visit our Web site
at www.collagenex.com, which is not a part of this press release.
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This press release contains forward-looking statements within the meaning
of Section 21E of the Securities and Exchange Act of 1934, as amended. Investors
are cautioned that forward-looking statements involve risks and uncertainties,
which may affect the Company's business and prospects. The Company's business of
selling, marketing and developing pharmaceutical products is subject to a number
of significant risks, including risks relating to the implementation of the
Company's sales and marketing plans for Periostat and other products that the
Company markets, risks inherent in research and development activities, risks
associated with conducting business in a highly regulated environment and
uncertainty relating to clinical trials of products under development, all as
discussed in the Company's periodic filings with the U.S. Securities and
Exchange Commission.
Periostat(R), Metastat(R) and IMPACS(TM) are United States trademarks of
CollaGenex Pharmaceuticals, Inc. Periostat(R) is a European Community trademark
of CollaGenex Pharmaceuticals, Inc.
Periostat(R) and IMPACS(R) are United Kingdom trademarks of the Company's wholly
owned subsidiary, CollaGenex International Limited. CollaGenex(R) is a European
Community and United Kingdom trademark of CollaGenex International Limited.
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