Apricus Biosciences Adopts Shareholder Rights Plan

/ Source: GlobeNewswire

SAN DIEGO, March 24, 2011 (GLOBE NEWSWIRE) -- Apricus Biosciences, Inc. ("Apricus Bio") (Nasdaq:APRI) announced today that its Board of Directors (the "Board") has adopted a Shareholder Rights Plan (the "Plan"). The purpose of the Plan is to better allow the Board to protect shareholder interests in realizing fair value in the event of an attempted takeover of the Company and to protect the Company and its shareholders against coercive takeover tactics.

"Considering market conditions and our belief in the growth potential of our company given the planned launch of our first product Vitaros® for erectile dysfunction, our strong product candidate pipeline and our favorable financial position, we felt it prudent to implement a Shareholder Rights Plan at this time," said Dr. Bassam Damaj, Chairman, President and Chief Executive Officer of Apricus Bio. "The Plan is intended to deter unfair attempts to gain control of the Company and assure that the Company's Board has sufficient time to consider any and all alternatives to such action in order to protect the interest of our shareholders."

Pursuant to the Plan, Apricus Bio is issuing one preferred stock purchase right for each current share of common stock outstanding at the close of business on April 1, 2011. Initially, these rights will not be exercisable and will trade with the shares of the Company's common stock.

Under the Plan, the rights generally will become exercisable if a person or group acquires beneficial ownership of 15% or more of the Company's common stock in a transaction not approved by the Company's Board. In that situation, each holder of a right (other than the acquiring person) will be entitled to purchase, at the then-current exercise price, additional shares of common stock having a value of twice the exercise price of the right. In addition, if Apricus Bio is acquired in a merger or other business combination after an unapproved party acquires more than 15% of the Company's common stock, each holder of the right would then be entitled to purchase at the then-current exercise price, shares of the acquiring company's stock, having a value of twice the exercise price of the right.

The Board may redeem the rights for a nominal amount at any time before an event that causes the rights to become exercisable. The rights will expire on April 1, 2021. 

About Apricus Biosciences, Inc.

Apricus Bio, a San Diego based revenue-generating pharmaceutical company, has leveraged the flexibility of its clinically-validated NexACT® drug delivery technology to enable multi-route administration of new and improved compounds across numerous therapeutic classes. Revenues and growth are expected to be driven from out-licensing of this technology for the development and commercialization of such compounds to pharmaceutical and biotechnology companies worldwide. In addition, the Company is seeking to monetize its existing product pipeline, including its first product, Vitaros®, approved in Canada for the treatment of erectile dysfunction, which is currently expected to be available on the Canadian market in 2011, as well as compounds in development from pre-clinical through Phase III, currently focused on sexual dysfunction, oncology, dermatology, autoimmune, pain, anti-infectives, diabetes and cosmeceuticals among others.

For further information on Apricus Bio, visit and for information on its subsidiaries please visit or . You can also find out more about the company by visiting , .

Apricus Bio's Forward-Looking Statement Safe Harbor

Statements under the Private Securities Litigation Reform Act, as amended: with the exception of the historical information contained in this release, the matters described herein contain forward-looking statements that involve risks and uncertainties that may individually or mutually impact the matters herein described for a variety of reasons that are outside the control of the Company, including, but not limited to, whether the Shareholder Rights Plan will prevent a coercive takeover attempt and enable the Company's shareholders to receive fair value in an acquisition and to achieve its product, regulatory approval, commercialization and financial goals. Readers are cautioned not to place undue reliance on these forward-looking statements as actual results could differ materially from the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company's most recent annual report on Form 10-K, subsequent quarterly reports filed on Form 10-Q and other filings made with the SEC. Copies of these reports are available from the SEC's website or without charge from the Company.

CONTACT: Apricus Biosciences, Inc. Edward Cox, V.P. Investor Relations & Corporate Development Apricus Bio, Inc. (858) 848-4249 ecox@apricusbio.com Apricus Bio Investor Relations Paula Schwartz Rx Communications Group, LLC (917) 322-2216 pschwartz@rxir.com