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Synlogic, Inc. (NASDAQ:SYBX), a biopharmaceutical company advancing novel therapeutics to transform the care of serious diseases, today announced that its Board of Directors (the "Board") has approved the adoption of a limited duration shareholder rights plan (the "Rights Plan") and authorized a dividend distribution of one right ("Right") for each outstanding share of common stock. The dividend distribution will be made on March 1, 2024, payable to stockholders of record on that date, and is not taxable to stockholders. The Rights Plan is effective immediately and has a one-year duration, expiring on February 20, 2025.
The Company also announced that the Board has engaged Ladenburg Thalmann & Co. Inc. as its financial advisor to assist the Company in a review and evaluation of strategic options, in consultation with its financial and legal advisors, with the intent to unlock and maximize shareholder value.
The Board adopted the Rights Plan following an unsolicited accumulation of Synlogic shares by a certain investor. A Rights Plan will enable the Board and Synlogic's management team to protect stockholders while fulfilling its fiduciary responsibilities to review and evaluate strategic alternatives intended to maximize long-term value for all Synlogic stockholders. This will include consideration of various options and proposals, as warranted.
The Rights Plan is similar to other plans adopted by publicly held companies in comparable circumstances and is intended to enable all stockholders to realize the long-term value of their investment in Synlogic. The Rights Plan will reduce the likelihood that any entity, person, or group gains control of Synlogic through open market accumulation without paying all stockholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of stockholders. The Rights Plan does not prevent the Board from engaging with parties or accepting proposals if the Board believes that it is in the best interests of the company and its stockholders.
Under the Rights Plan, the rights will become exercisable only if an entity, person, or group acquires beneficial ownership of 15% or more of Synlogic's outstanding common stock in a transaction not approved by the Board (or 20% in the case of passive institutional stockholders). In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the person, entity, or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to purchase one one-thousandth of a share of a new series of junior participating preferred stock at an exercise price of $12.00. If a person or group acquires 15% or more of Synlogic's outstanding common stock (or 20% or more in the case of passive institutional stockholders), each right will entitle its holder (other than such person or members of such group) to purchase for $12.00, a number of Synlogic's common shares having a market value of twice such price. In addition, at any time after a person or group acquires 15% or more of Synlogic's outstanding common stock (or 20% or more in the case of passive institutional stockholders), the Board may exchange one share of Synlogic's common stock for each outstanding right (other than rights owned by such person or group, which would have become void). Any shareholders with beneficial ownership of Synlogic's outstanding common stock above the applicable threshold as of the time of this announcement are grandfathered at their current ownership levels but are not permitted to increase their ownership without triggering the Rights Plan.
Prior to the acquisition by a person or group of beneficial ownership of 15% or more of Synlogic's common stock (or 20% or more in the case of passive institutional investors), the rights are redeemable for $0.001 per right at the option of the Board.
Further details about the Rights Plan will be contained in a Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.
Posted In: SYBX
