Nov 30 2010
Columbia Laboratories, Inc. (Nasdaq: CBRX) today announced that its Board of Directors has amended its Stockholder Rights Plan (the "Rights Plan"), adopted March 12, 2002, to preserve the value of significant tax assets associated with the Company's tax net operating loss carryforwards ("NOLs") under Section 382 of the Internal Revenue Code.
The Company reported NOLs totaling approximately $137 million as of September 30, 2010. United States Federal income tax rules, and Section 382 of the Internal Revenue Code in particular, substantially limit the use of those tax assets if Columbia experiences an "ownership change." Ownership changes under Section 382 generally relate to a cumulative change in ownership among shareholders with at least a 5% ownership interest (as determined under the rules of Section 382) of more than 50% over a rolling three-year period. The Rights Plan was amended to reduce the likelihood of an "ownership change" occurring as a result of transactions in the Company's Common Stock.
Pursuant to the Rights Plan, if any person or group (subject to certain exceptions specified in the Rights Plan) acquires 4.99% or more of the outstanding shares of Common Stock of Columbia Laboratories, Inc., or if any current 5% stockholder were to acquire additional Common Stock of Columbia Laboratories, Inc., other than by exercising or converting existing equity-linked securities, without the prior approval of its Board of Directors, a significant dilution in the voting and economic ownership of such person or group would occur.
The amendment to the Rights Plan was not adopted as an anti-takeover measure. As was the case under the existing Rights Plan, the rights will expire on March 12, 2012, unless earlier terminated or the rights are redeemed by the Board of Directors or certain other events occur. The Rights Plan may be terminated by the Board of Directors at any time prior to the rights being triggered. Further, if the Board of Directors determines that the NOLs have been substantially realized, are no longer substantially available or would otherwise not be adversely impacted by an ownership change, the amendment will be rescinded and the terms of the Rights Plan, as in effect prior to the amendment, will be reinstated.
Additional information regarding the Rights Plan, as well as a copy of the Amended and Restated Rights Plan, will be filed by the Company in a Current Report on Form 8-K with the Securities and Exchange Commission.
Source:
Columbia Laboratories, Inc.