DGAP-News: Apricus Biosciences Adopts Shareholder Rights Plan

Apricus Biosciences, Inc.

24.03.2011 14:53
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SAN DIEGO, 2011-03-24 14:53 CET (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(r) 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(r) 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(r), 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 http://www.apricusbio.com and for
information on its subsidiaries please visit www.nexmedusa.com or
www.bio-quant.com. You can also find out more about the company by visiting
http://twitter.com/apricusbio, http://facebook.com/apricusbio.

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
News Source: NASDAQ OMX

24.03.2011 Dissemination of a Corporate News, transmitted by DGAP –
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Language: English
Company: Apricus Biosciences, Inc.

United States
Phone:
Fax:
E-mail:
Internet:
ISIN: US9901429525
WKN:

End of Announcement DGAP News-Service

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