Penwest Pharmaceutical's Board Approves Corporate Governance Changes and Selects New Chairman
Published: Aug 02, 2010
The governance changes approved by the Board include:
-- The affirmation of the July 1, 2010 expiration of the Company's shareholder rights plan, or "poison pill," which prevented any shareholder from acquiring more that 15% of the Company's outstanding common stock, and its intention to not reinstate any such plan;
-- The elimination of the Company's classified, or "staggered," board structure, which will result in all directors being elected on an annual basis, instead of for a three-year term;
-- A change that will allow the holders of a majority of the outstanding shares to remove directors with or without cause with an affirmative vote;
-- A change that will allow a vote of the holders of a simple majority, instead of a super-majority, of outstanding shares to alter, amend or repeal the Company's Articles of Incorporation and Bylaws;
-- A change that will allow shareholders holding more than 10% of the outstanding shares to call special meetings of shareholders; and
-- The clarification of the deadline for shareholders to provide notice to the Company of shareholder proposals and director nominations for consideration at the annual meeting of shareholders.
These governance changes require amendments to the Company's Articles of Incorporation and Bylaws, and in certain cases shareholder approval. The Board intends to recommend those changes requiring shareholder approval at its next annual meeting.
About Penwest Pharmaceuticals
Penwest is a drug delivery company focused on applying its drug delivery technologies and drug formulation expertise to the formulation of our collaborators' product candidates under licensing collaborations. Penwest's drug delivery technology is included in Opana ER, a product for the treatment of moderate to severe chronic pain marketed by Endo Pharmaceuticals. Penwest is also developing A0001, or a-tocopherolquinone, for the treatment of Friedreich's Ataxia and the MELAS syndrome.
Penwest Forward-Looking Statements
The matters discussed herein contain forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, which may cause the actual results in future periods to be materially different from any future performance suggested herein. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words, "believes," "anticipates," "plans," "expects," "intends," "potential," "appears," "estimates," "projects," "targets," "may," "could," and similar expressions are intended to identify forward-looking statements. Important factors that could cause results to differ materially include the following:; risks relating to the commercial success of Opana ER, including our reliance on Endo Pharmaceuticals for the commercial success of Opana ER, risks of generic competition and risks that Opana ER will not generate the revenues anticipated; the need for capital; regulatory risks relating to drugs in development, including the timing and outcome of regulatory submissions and regulatory actions with respect to A0001; whether the results of clinical trials will be indicative of the results of future clinical trials and will warrant further clinical trials, warrant submission of an application for regulatory approval of, or warrant the regulatory approval of, the product that is the subject of the trial; whether the patents and patent applications owned by us will protect the Company's products and technology; actual and potential competition; and other risks as set forth under the caption Risk Factors in Penwest's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2010, which risk factors are incorporated herein by reference.
The forward-looking statements contained in this press release speak only as of the date of the statements made. Penwest disclaims any intention or obligation to update any forward-looking statements, and these statements should not be relied upon as representing the Company's estimates or views as of any date subsequent to the date of this release.
TIMERx is a registered trademark of Penwest. All other trademarks referenced herein are the property of their respective owners.
CONTACT: Penwest Pharmaceuticals Co. Jennifer Good (845) 878-8401 (877) 736-9378
Kekst and Company Media: Donald C. Cutler (212) 521-4800