IsoRay, Inc. Adopts Share Rights Plan, Adopts By-Law Amendments
RICHLAND, WASHINGTON—February 2, 2007—IsoRay, Inc. (OTCBB:ISRY) today announced that its Board of Directors adopted a share rights plan. IsoRay's Board believes that a rights plan is prudent to protect the long-term interests of IsoRay and its shareholders in the event of an unsolicited takeover attempt. The plan was not adopted in response to any present effort to acquire IsoRay.
The plan grants to IsoRay common shareholders a right to purchase a fractional share of preferred stock for each outstanding common share held of record at the close of business on February 16, 2007 or alternatively (in lieu of purchasing preferred stock) entitles its registered holder to purchase $50 of IsoRay common stock at a price of $25 per share, subject to adjustment. This purchase right generally cannot be exercised to purchase stock unless a person or group acquires beneficial ownership of 15% or more of IsoRay’s voting stock. Any purchase rights held by the person or group that acquires 15% voting power will automatically become void and the holders of these rights will be unable to exercise their rights to purchase any shares of stock of IsoRay.
In addition, upon a merger or similar transaction resulting in an acquisition of IsoRay, each exercisable purchase right can be exercised by its holder to purchase common stock of the acquiring company with a market value of twice the right's exercise price. The purchase rights will expire on February 16, 2017.
Until a person or group acquires 15% or more of IsoRay’s voting stock, the Board of Directors of IsoRay may redeem the rights for $.001 per right (subject to adjustment). In certain events, the Board of Directors may also exchange the rights for shares of IsoRay common stock, delay or temporarily suspend the exercisability of the rights or reduce the 15 percent stock ownership threshold to not less than 10 percent.
IsoRay's Board also adopted by-law amendments requiring advance notice to IsoRay of shareholder business proposals and director nominations. These amendments will take effect for the 2008 IsoRay Annual Shareholder Meeting.
About IsoRay
IsoRay, Inc., through its subsidiary, IsoRay Medical™, Inc., is the sole producer of the Cesium-131 brachytherapy seed, used to treat prostate and other cancers. The Cesium-131 seed offers a significantly shorter half-life than the two other isotopes commonly used for brachytherapy, which results in a substantially faster delivery of therapeutic radiation and lower probability of cancer cell survival. IsoRay is based in Richland, Washington. More information is available about IsoRay at www.isoray.com.
Media Contacts:
IsoRay Inc.
Ralph Scahtzmair
IsoRay Medical™ Inc.
rschatzmair@isoray.com
or
The Bartlett Group Public Relations
Barry Bartlett
206-285-0673
Cell: 206-335-4694
barry@bartlettgrouppr.com
IsoRay Medical™, Inc. 877.4.ISORAY
350 Hills Street, Suite 106 509.375.1202 TEL
Richland, WA 99352 509.375.3473 FAX
www.isoray.com
www.cesium131.com
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