Rapid Micro Biosystems Announces Review of Strategic Alternatives to Maximize Shareholder Value - Seite 2

Adoption of Stockholder Rights Plan

Rapid Micro Biosystems also announced today that its Board has unanimously adopted a limited-duration stockholder rights plan (the “Rights Plan”).

The Rights Plan is intended to enable all shareholders to realize the full value of their investment in the Company, and to protect the Company and its shareholders from efforts to obtain control of the Company that the Board determines are not in the best interests of the Company and its shareholders. It will also provide the Board with the appropriate time and flexibility to conduct its review of strategic alternatives and pursue the best course of action for all shareholders. The Rights Plan does not preclude the Board from engaging with parties or considering an offer that it believes recognizes the full value of the Company and is in the best interests of Rapid Micro Biosystems and its shareholders.

The Rights Plan is similar to shareholder rights plans adopted by other publicly traded companies. The rights will become exercisable if an entity, person or group acquires beneficial ownership of 15% or more of the Company’s outstanding Class A common stock. In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to receive shares of common stock of the Company having a market value equal to two times the Exercise Price.

Under the Rights Plan, any person, entity or group which currently owns more than the triggering percentage may continue to own its shares of common stock but may not acquire any additional shares of Class A common stock without triggering the Rights Plan. The Rights Plan does not contain any dead-hand, slow-hand, no-hand or similar feature that would limit the ability of a future Board of Directors to redeem the rights.

The Rights Plan will automatically expire on the day after the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), unless approved by the Company’s stockholders at the 2023 Annual Meeting, in which case it will expire in one year, on August 11, 2023.

Additional details regarding the Rights Plan are contained in a Current Report on Form 8-K to be filed by the Company on August 12, 2022 with the U.S. Securities and Exchange Commission (“SEC”). The filing will be available on the SEC’s website at www.sec.gov and in the Investor Relations section of the Company’s website at www.rapidmicrobio.com.