VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 24, 2007) - Pyng Medical Corp. ("Pyng Medical" or the "Company") (TSX VENTURE:PYT) announced today that its Board of Directors has approved the adoption of a Shareholder Rights Plan Agreement (the "Rights Plan"). The Rights Plan is being adopted to ensure the fair treatment of all Pyng Medical shareholders in connection with any take-over bid for the outstanding common shares of the Company. The Rights Plan will provide shareholders with adequate time to properly evaluate and assess a take-over bid without facing undue pressure or coercion. The Rights Plan also provides the Board with additional time to consider any take-over bid and, if applicable, to explore alternative transactions in order to maximize shareholder value.
The Rights Plan is not designed to prevent take-over bids that treat Pyng Medical shareholders fairly. Pursuant to the terms of the Rights Plan, any bid that meets certain criteria intended to protect the interests of all shareholders are deemed to be "Permitted Bids". A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, in addition to certain other conditions, must remain open for 60 days. In the event a take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the rights issued under the plan will entitle shareholders, other than any shareholder or shareholders involved in the take-over bid, to purchase additional common shares of the Company at a significant discount to the market price of the common shares at that time.
The Rights Plan is not being adopted in response to any proposal to acquire control of Pyng Medical. The Rights Plan is subject to approval by the TSX Venture Exchange and will be presented for ratification by the shareholders at the Company's annual meeting to be held in March, 2008. If ratified by shareholders, the Rights Plan will have a term of five years.
Neither the TSX Venture Exchange nor any other regulatory authority accepts responsibility for the adequacy or accuracy of this release.
On behalf of the Board of Directors of PYNG MEDICAL CORP.
About Pyng Medical Corp.
Pyng Medical Corp. is a world leader in intraosseous infusion with its proprietary award-winning FAST1(TM) Intraosseous Infusion System, the only device able to provide rapid sternal access and delivery of life saving fluids and drugs to the heart of critically injured patients within seconds. The FAST1(TM) is used extensively by the U.S. Department of Defense and by Emergency Medical Services around the globe.
Safe Harbour Statement; Forward-Looking Statements: This release may contain forward-looking statements based on management's expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the Company's strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects", "anticipates", "plans", "intends", "projects", "indicates", and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents which may be filed with the British Columbia Securities Commission, the Alberta Securities Commission, the Ontario Securities Commission, the TSX Venture Exchange, as well as other USA Commissions, could cause results to differ materially from those stated. These factors include, but are not limited to changes in the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which the Company does business; competitive pressures; successful integration of structural changes, including restructuring plans, acquisitions, divestitures and alliances; cost of raw material, research and development of new products, including regulatory approval and market acceptance; and seasonality of sales in some products.
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Pyng Medical Corp.