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Apricus Biosciences Adopts Shareholder Rights Plan

Stocks in this article: APRI

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.

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