EXHIBIT 99.1
[ESPERION THERAPEUTICS, INC. LOGO]
FOR IMMEDIATE RELEASE
CONTACT:
ESPERION THERAPEUTICS, INC. THE REDSTONE GROUP, LLC (Investors)
Roger S. Newton, Ph.D. Jason Rubin, (610) 941-2741
President and CEO
Timothy M. Mayleben JFCI (Media)
Senior VP Operations and Finance, CFO Jacqueline Franchetti, (516) 365-2091
(734) 332-0506
Esperion Therapeutics, Inc. Adopts Stockholder Rights Plan
ANN ARBOR, MI, April 23, 2002 - Esperion Therapeutics, Inc. (Nasdaq: ESPR), a
biopharmaceutical company focused on discovering and developing HDL-targeted
therapies for the treatment of cardiovascular and metabolic diseases, today
announced that its Board of Directors approved the adoption of a stockholder
rights plan under which its stockholders of record as of April 18, 2002 will
receive rights to purchase shares of a new series of preferred stock. Under the
terms of the plan, stockholders will receive one right for each share of Common
Stock, par value $.001, of Esperion that they beneficially own in a nontaxable
distribution of the rights.
Generally, the rights will become exercisable only if a person or a group
(including their affiliates and associates) acquires beneficial ownership of 15
percent or more of the then-outstanding Common Stock or announces a tender or
exchange offer that, if consummated, will result in the offeror beneficially
owning 15 percent or more of the then-outstanding Common Stock (either a
"triggering event"). Each exercisable right will entitle a stockholder, other
than the person or group that had acquired beneficial ownership of 15 percent or
more of Esperion's Common Stock, to acquire a fraction of the new preferred
stock for a purchase price of $50.00. In addition, in the event that a person or
group acquires 15 percent or more of the then-outstanding Common Stock or
Esperion is acquired other than under terms approved by Esperion, each holder of
a Right will have the right to exercise each of its Rights, at an exercise price
of $50.00 per Right, for shares of Common Stock or shares of common stock of the
acquiring person (or, in certain circumstances, cash, property or other
securities of Esperion or the acquiring person) having a value equal to two
times the exercise price of a Right.
Esperion's Audit Committee will review the plan at least once every three years
to determine whether it should be maintained or whether the whether the Rights
should be redeemed or terminated.
The rights are redeemable at the option of the Board of Directors up until ten
days after a public announcement that any person or group acquired beneficial
ownership of 15 percent or more of the then-outstanding Common Stock. The
redemption price is $0.01 per right. The rights may be terminated upon the
recommendation of the Audit Committee at any time until a triggering event
occurs. The rights will expire on April 18, 2012 unless they are redeemed prior
to that date.
-- MORE --
ESPERION THERAPEUTICS, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
Page 2
The Board of Directors, after careful consideration, approved the adoption of
the stockholder rights plan because it believes that it will strengthen the
Board's ability to act in the best interests of Esperion's stockholders.
Esperion Therapeutics, Inc. discovers and develops pharmaceutical products for
the treatment of cardiovascular and metabolic diseases. Esperion intends to
commercialize a novel class of drugs that focuses on a new treatment approach
called "HDL Therapy," which is based on the Company's understanding of
high-density lipoprotein, or HDL, function. HDL is the primary facilitator of
the reverse lipid transport, or RLT, pathway by which excess cholesterol and
other lipids are removed from arteries and other tissues and are transported to
the liver for elimination from the body. Esperion's goal is to develop drugs
that exploit the beneficial functions of HDL within the RLT pathway. Esperion
currently has several product candidates under development for the treatment of
cardiovascular and metabolic diseases. Esperion is listed on the Nasdaq National
Market under the symbol "ESPR."
FORWARD-LOOKING INFORMATION
The information contained in this press release includes "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are often identified by words such as
"hope", "may," "believe," "anticipate," "plan," "expect," "intend," "assume" and
similar expressions. Forward-looking statements speak only as of the date of
this press release, reflect management's current expectations and involve
certain factors, such as risks and uncertainties, that may cause actual results
to be far different from those suggested by the Company's forward-looking
statements. These factors include, but are not limited to, risks associated
with: management's ability to successfully execute its business strategies; the
progress and cost of development of the Company's product candidates; the extent
and timing of market acceptance of the Company's product candidates; dependence
on third parties to conduct clinical trials for the Company's product
candidates; the extent and timing of regulatory approval, as desired or
required, for the Company's product candidates; the Company's dependence on
licensing arrangements and strategic relationships with third parties; clinical
trials; manufacturing; the Company's dependence on patents and proprietary
rights; the procurement, maintenance, enforcement and defense of the Company's
patents and proprietary rights; competitive conditions in the industry; business
cycles affecting the markets in which the Company's products may be sold;
extraordinary events and transactions; the timing and extent of the Company's
financing needs; economic conditions generally or in various geographic areas;
and other factors. These factors are discussed in more detail in the Company's
filings with the Securities and Exchange Commission. The Company does not intend
to update any of these factors or to publicly announce the results of any
revisions to any of these forward-looking statements.
# # #