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Each stockholder of record of the Company on October 15, 2007, willreceive a dividend of one Right for each outstanding share of Common Stockheld. Each Right represents the right to purchase, under certaincircumstances, one one-hundredth of a share of a new series of preferred stockof the Company. The Rights will be triggered ten days after a publicannouncement of the acquisition by a person or group of 15 percent or more ofColey's Common Stock, or ten days after the commencement of a tender orexchange offer for the Common Stock that would result in the acquisition of 15percent or more of the Common Stock. The Rights will expire October 5, 2017,unless redeemed or exchanged earlier by Coley's Board of Directors. TheRights distribution will not result in a taxable event to Coley stockholders.
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The Rights Plan is designed to protect Coley stockholders against abusiveor coercive takeover tactics and other takeover tactics that are not in thebest interests of the company and its stockholders, such as acquisitions ofcontrol without paying all stockholders a fair premium, coercive tender offersand inadequate offers. It is not intended to prevent an offer that the Boardconcludes is in the best interest of Coley and its stockholders. A completecopy of the Rights Plan will be included in a Form 8-K to be filed by Coleywith the Securities and Exchange Commission. In addition, stockholders ofrecord of Coley on October 15, 2007, will be mailed a detailed summary of theRights Plan.
About Coley Pharmaceutical Group
Coley Pharmaceutical Group, Inc. is an international biopharmaceuticalcompany, headquartered in Wellesley, Massachusetts, USA, that discovers anddevelops TLR Therapeutics(TM), a new class of investigational drug candidatesthat direct the human immune system to fight cancers, allergy and asthmadisorders and to enhance the effectiveness of vaccines. Coley has establisheda pipeline of TLR Therapeutic product candidates currently advancing throughclinical development with partners and has additional product candidates inpreclinical development. Coley has product development, research and licenseagreements with Pfizer, sanofi-aventis, GlaxoSmithKline, Merck, NovartisVaccines and the United States government. For further information on ColeyPharmaceutical Group please visit www.coleypharma.com.
Safe Harbor Statement
Certain statements in this news release concerning Coley's business areconsidered "forward-looking statements" within the meaning of the PrivateSecurities Litigation Reform Act of 1995. These statements include, but arenot limited to, those relating to Coley's Rights Plan. Any or all of theforward-looking statements in this press release may turn out to be wrong.They can be affected by inaccurate assumptions Coley might make or by known orunknown risks and uncertainties, including, but not limited to: the earlystage of product development; uncertainties as to the future success ofongoing and planned clinical trials; the risk that results from early stageclinical trials may not be indicative of results in later stage trials; theunproven safety and efficacy of products under development; intellectualproperty rights and litigation; competitive products; and other risksidentified in Coley's filings with the Securities and Exchange Commissionincluding, but not limited to, Coley's Annual Report on Form 10-K for thefiscal year ended December 31, 2006
