EX-99
2
exhibit99.htm
PRESS RELEASE
ImmuCell Board of Directors Amends Its Common Stock Rights Plan
PORTLAND, ME -- (Marketwired - April 15, 2015) - ImmuCell Corporation (NASDAQ: ICCC) today announced that its Board of Directors has voted to amend its Common Stock Rights Plan (Rights Plan).
The Rights Plan was first implemented in 1995 and has been amended and extended several times since then. The details of the Rights Plan are set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Co., as Rights Agent.
One provision in the Rights Plan, commonly known as a "dead hand provision", prevented a new group of directors elected following the emergence of an Acquiring Person (an owner of more than 20% of ImmuCell's stock) from controlling the Rights Plan by maintaining exclusive authority over the Rights Plan with the pre-existing directors. Subsequent to the adoption of the Rights Plan, such provisions have come to be viewed with disfavor by the Delaware courts.
On April 14, 2015, ImmuCell's Board of Directors voted to authorize its management in consultation with legal counsel, to take all necessary and appropriate action to remove the Dead Hand Provision from the Rights Plan.
"We simply feel that the most efficient use of our time and resources is to make this amendment to the Rights Plan to prevent a debate about its merits from distracting us from our most pressing business and strategic initiatives", commented Michael F. Brigham, President and CEO.
About ImmuCell
ImmuCell Corporation's (NASDAQ: ICCC) purpose is to create scientifically-proven and practical products that improve animal health and productivity in the dairy and beef industries. ImmuCell has developed products that provide significant, immediate immunity to newborn dairy and beef cattle. The Company has also developed products that address mastitis, the most significant cause of economic loss to the dairy industry. Press releases and other information about the Company are available at our website, (http://www.immucell.com).
Safe Harbor Statement
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to: projections of future financial performance; the scope and timing of future product development work and commercialization of our products; future costs of product development efforts; the estimated prevalence rate of subclinical mastitis; future market share of and revenue generated by products still in development; future sources of financial support for our product development, manufacturing and marketing efforts; the future adequacy of our own manufacturing facilities or those of third parties with which we have contractual relationships to meet demand for our products on a timely basis; the amount and timing of future investments in facility modifications and production equipment; the future adequacy of our working capital and the availability of third party financing; timing and future costs of a facility to produce the Drug Substance (active pharmaceutical ingredient) for Mast Out(R); the timing and outcome of pending or anticipated applications for future regulatory approvals; future regulatory requirements relating to our products; future expense ratios and margins; future compliance with bank debt covenants; future realization of deferred tax assets; costs associated with sustaining compliance with cGMP regulations in our current operations and attaining such compliance for the facility to produce the Drug Substance for Mast Out(R); factors that may affect the dairy and beef industries and future demand for our products; the cost-effectiveness of additional sales and marketing expenditures and resources; the accuracy of our understanding of our distributors' ordering patterns; anticipated changes in our manufacturing capabilities and efficiencies; anticipated competitive and market conditions; and any other statements that are not historical facts. Forward-looking statements can be identified by the use of words such as "expects", "may", "anticipates", "aims", "intends", "would", "could", "should", "will", "plans", "believes", "estimates", "targets", "projects", "forecasts" and similar words and expressions. In addition, there can be no assurance that future developments affecting us will be those that we anticipate. Such statements involve risks and uncertainties, including, but not limited to, those risks and uncertainties relating to difficulties or delays in development, testing, regulatory approval, production and marketing of our products, competition within our anticipated product markets, alignment between our manufacturing resources and product demand, the uncertainties associated with product development and Drug Substance manufacturing, our potential reliance upon third parties for financial support, products and services, changes in laws and regulations, decision making by regulatory authorities, currency fluctuations and other risks detailed from time to time in filings we make with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q, our Annual Reports on Form 10-K and our Current Reports on Form 8-K. Such statements are based on our current expectations, but actual results may differ materially due to various factors.
Contact:
Michael F. Brigham
President and CEO
ImmuCell Corporation
(207) 878-2770
Joe Diaz, Robert Blum and Joe Dorame
Lytham Partners, LLC
(602) 889-9700
ICCC@lythampartners.com

EX - 99 2 exhibit99 . htm PRESS RELEASE ImmuCell Board of Directors Amends Its Common Stock Rights Plan PORTLAND , ME -- ( Marketwired - April 15 , 2015 ) - ImmuCell Corporation ( NASDAQ : ICCC ) today announced that its Board of Directors has voted to amend its Common Stock Rights Plan ( Rights Plan ) . The Rights Plan was first implemented in 1995 and has been amended and extended several times since then . The details of the Rights Plan are set forth in a Rights Agreement between the Company and American Stock Transfer & Trust Co . , as Rights Agent . One provision in the Rights Plan , commonly known as a " dead hand provision " , prevented a new group of directors elected following the emergence of an Acquiring Person ( an owner of more than 20 % of ImmuCell 's stock ) from controlling the Rights Plan by maintaining exclusive authority over the Rights Plan with the pre - existing directors . Subsequent to the adoption of the Rights Plan , such provisions have come to be viewed with disfavor by the Delaware courts . On April 14 , 2015 , ImmuCell 's Board of Directors voted to authorize its management in consultation with legal counsel , to take all necessary and appropriate action to remove the Dead Hand Provision from the Rights Plan . " We simply feel that the most efficient use of our time and resources is to make this amendment to the Rights Plan to prevent a debate about its merits from distracting us from our most pressing business and strategic initiatives " , commented Michael F . Brigham , President and CEO . About ImmuCell ImmuCell Corporation 's ( NASDAQ : ICCC ) purpose is to create scientifically - proven and practical products that improve animal health and productivity in the dairy and beef industries . ImmuCell has developed products that provide significant , immediate immunity to newborn dairy and beef cattle . The Company has also developed products that address mastitis , the most significant cause of economic loss to the dairy industry . Press releases and other information about the Company are available at our website , ( http://www.immucell.com ) . Safe Harbor Statement This press release contains " forward - looking statements " within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 . Such statements include , but are not limited to , any statements relating to : projections of future financial performance ; the scope and timing of future product development work and commercialization of our products ; future costs of product development efforts ; the estimated prevalence rate of subclinical mastitis ; future market share of and revenue generated by products still in development ; future sources of financial support for our product development , manufacturing and marketing efforts ; the future adequacy of our own manufacturing facilities or those of third parties with which we have contractual relationships to meet demand for our products on a timely basis ; the amount and timing of future investments in facility modifications and production equipment ; the future adequacy of our working capital and the availability of third party financing ; timing and future costs of a facility to produce the Drug Substance ( active pharmaceutical ingredient ) for Mast Out ( R ) ; the timing and outcome of pending or anticipated applications for future regulatory approvals ; future regulatory requirements relating to our products ; future expense ratios and margins ; future compliance with bank debt covenants ; future realization of deferred tax assets ; costs associated with sustaining compliance with cGMP regulations in our current operations and attaining such compliance for the facility to produce the Drug Substance for Mast Out ( R ) ; factors that may affect the dairy and beef industries and future demand for our products ; the cost - effectiveness of additional sales and marketing expenditures and resources ; the accuracy of our understanding of our distributors ' ordering patterns ; anticipated changes in our manufacturing capabilities and efficiencies ; anticipated competitive and market conditions ; and any other statements that are not historical facts . Forward - looking statements can be identified by the use of words such as " expects " , " may " , " anticipates " , " aims " , " intends " , " would " , " could " , " should " , " will " , " plans " , " believes " , " estimates " , " targets " , " projects " , " forecasts " and similar words and expressions . In addition , there can be no assurance that future developments affecting us will be those that we anticipate . Such statements involve risks and uncertainties , including , but not limited to , those risks and uncertainties relating to difficulties or delays in development , testing , regulatory approval , production and marketing of our products , competition within our anticipated product markets , alignment between our manufacturing resources and product demand , the uncertainties associated with product development and Drug Substance manufacturing , our potential reliance upon third parties for financial support , products and services , changes in laws and regulations , decision making by regulatory authorities , currency fluctuations and other risks detailed from time to time in filings we make with the Securities and Exchange Commission , including our Quarterly Reports on Form 10 - Q , our Annual Reports on Form 10 - K and our Current Reports on Form 8 - K . Such statements are based on our current expectations , but actual results may differ materially due to various factors . Contact : Michael F . Brigham President and CEO ImmuCell Corporation ( 207 ) 878 - 2770 Joe Diaz , Robert Blum and Joe Dorame Lytham Partners , LLC ( 602 ) 889 - 9700 ICCC@lythampartners.com