NEW YORK, May 27 /PRNewswire-FirstCall/ -- Ramp Corporation today announced that its Board of Directors had adopted a stockholder rights plan (commonly known as a "poison pill") in order to deter possibly abusive tactics by a stockholder or group. The stockholder right plan (the "Rights Plan") is set forth in a Rights Agreement dated May 27, 2004 between Ramp and Computershare Trust Company, Inc., as Rights Agent. The Rights Agreement provides for the distribution of one preferred share purchase right ("Right") on each share of Common Stock issued and outstanding as of the close of business on June 4, 2004 (the "Record Date"). Initially the Rights will trade with the Common Stock and will not be represented by separate certificates. Each Right represents the right to purchase, for an exercise price of $40 per Right, one one-hundredth (1/100) share of Ramp Series B Participating Preferred Stock, par value $.001 per share ("Preferred Share"), but will not be exercisable unless and until certain events occur.
Andrew Brown, Chairman, CEO and President of Ramp, commented that, "The adoption of the Rights Plan will permit the Board of Directors to deter an abusive takeover of the Company at present market prices, which I firmly believe are well below the fair value of the Company. It would be tragic if our stockholders were deprived of the upside potential of their investment in Ramp just because our recent stock price has dramatically decreased in recent weeks."
The Rights will be exercisable only if a person or group (an "Acquiring Person") acquires 20% or more of the Common Stock or announces a tender offer, which, if consummated, would result in such an acquisition. Following an acquisition of 20% or more of the Common Stock by any Acquiring Person, each Right (other than Rights held by any Acquiring Person which may have become void) will entitle its holder, at the Right's then current exercise price per full Preferred Share, to purchase a number of shares of Common Stock having a market value of twice the exercise price. The current exercise price per full Preferred Share is $4,000.
The distribution of Rights will be made on the Record Date and will not be taxable to stockholders. Unless earlier redeemed, exercised or exchanged, the Rights will expire on March 26, 2014. A copy of the Rights Agreement is being filed with the Securities and Exchange Commission as an exhibit to a registration statement on Form 8-A, and will be available free of charge from the Company.
About Ramp Corporation
Ramp Corporation, through its wholly owned HealthRamp subsidiary, markets the Caregiver(TM) and CarePoint(TM) technology suites. CarePoint enables electronic prescribing, lab orders and results, Internet-based communication, data integration, and transaction processing over a handheld device or browser, at the point-of-care. CareGiver allows long term care facility staff to easily place orders for drugs, treatments and supplies from a wireless handheld PDA or desktop Internet web browser. HealthRamp's products enable communication of high value-added healthcare information among physician offices, pharmacies, hospitals, pharmacy benefit managers, health management organizations, pharmaceutical companies and health insurance companies. Ramp's OnRamp division provides a state of the art telecommunications center that enables 24/7 communication between a medical practice and its patients. Additional information about Ramp, and its products and services, can be found at http://www.ramp.com/.
Safe Harbor Statement: To the extent that any statements made in this press release contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as "expects," "plans," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, the ability of the Company to raise capital to finance the development of its Internet services and related software, the effectiveness, profitability and the marketability of those services, the ability of the Company to protect its proprietary information and to retain and expand its user base, the establishment of an efficient corporate operating structure as the Company grows and, other risks detailed from time-to-time in our filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements.
Ramp CorporationCONTACT: Mitch Cohen of Ramp Corporation, +1-212-440-1551
Web site: http://www.ramp.com/
