GTC Biotherapeutics (fka GTCB)

[DewDiligence]

Re: Poison pill

>How does this impede a hostile take over?<

GTC’s poison pill is fairly standard. It discourages a hostile takeover by allowing all shareholders other than the party attempting a hostile takeover to acquire shares at a pre-specified discount, thereby diluting the equity stake of the would-be acquirer.

>Shares issued after 2001 I presume do not have the preferred stock issued with them?<

Actually, all common shares outstanding have the attached right, regardless of when they were issued:

http://www.sec.gov/Archives/edgar/data/904973/000091205701518400/a2051019z8-k.txt

>>
Pursuant to the terms of the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a "Right") for each outstanding share of Common Stock of the Company (the "Common Stock") to shareholders of record as of the close of business on June 1, 2001 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as hereinafter defined).
<<

The “Distribution Date” in the above passage is the date the poison pill is triggered by a hostile takeover attempt, if that ever happens. Regards, Dew