Auxilium Board To Review Endo Proposal; Adopts Stockholder Rights Plan

(RTTNews) - Auxilium Pharmaceuticals Inc. (AUXL) announced that its Board will carefully review all aspects of the Endo proposal. The Board said it is not withdrawing the recommendation with respect to the existing merger agreement with QLT Inc., or proposing to do so.

In light of the unsolicited proposal from Endo, the Board of Auxilium has unanimously adopted a one-year stockholder rights plan effective September 16, 2014 and declared a dividend distribution of one preferred share purchase right on each outstanding share of Auxilium's common stock. The Plan is intended to ensure that the Board remains in the best position to perform its fiduciary duties.

Under the Plan, stockholders of record at the close of business on September 29, 2014 will receive one right for each share of Auxilium common stock held on the date. Initially, these rights will not be exercisable and will trade with the shares of Auxilium common stock. If the rights become exercisable, each right will entitle stockholders to buy one one-hundredth of a share of a new series of junior participating preferred stock at an exercise price of $100 per right.

Auxilium has received an unsolicited, non-binding proposal from Endo International plc (ENDP) to acquire all of the outstanding shares of Auxilium common stock at a price of $28.10 per share in cash and Endo stock.