CAS Group Supports Improved
DealCompany Currently has Sufficient Votes to
Approve Merger
Aviragen Therapeutics, Inc. (NASDAQ:AVIR) today announced that the
reconvened Special Meeting of Stockholders has been further
adjourned to 10:00 AM, EST on February 13, 2018 in order to provide
the Company’s stockholders additional time to consider the revised
deal terms announced on February 7, 2018. The new terms
provide Aviragen shareholders with a significantly greater share of
the combined company that will result from its merger with Vaxart,
Inc. Current Aviragen shareholders will now receive 49% of the
combined company, a 22.5% increase over the original deal.
The Company filed a Form 8-K on February 7, 2018, which
describes the improved deal terms and the updated Proforma
Condensed Combined Financial Information. It can be accessed at the
following link:
https://www.sec.gov/Archives/edgar/data/72444/000143774918001951/avir20180207_8k.htm
It was also announced today that the CAS Group has agreed to
support the merger of the Company and Vaxart. The CAS Group has
agreed at the Special Meeting to exercise all of the voting rights
of the shares of Common Stock held by the CAS Group (a) in favor of
the issuance of shares of Common Stock to the stockholders of
Vaxart pursuant to the terms of the Merger Agreement and (b) in
favor of the reverse stock split and (c) otherwise in accordance
with the recommendation of the Board of Directors of Aviragen (the
“Board”) on each other proposal set forth in the Company’s proxy
statement. In addition, the CAS Group agreed to withdraw its
nomination of directors in connection with the next annual meeting
of stockholders of the Company and agreed to vote all shares of
Common Stock held by the CAS Group at the Annual Meeting in favor
of the directors nominated for election by the Board. The
Company has agreed to reimburse the CAS Group for its reasonable
out-of-pocket expenses up to $200,000 related to, among other
things, its solicitation in connection with the Special Meeting.
The agreement will be available as an exhibit on Form 8-K to be
filed later today.
The Aviragen Board of Directors unanimously recommends that
stockholders vote FOR ALL of the proposals
associated with the proposed merger with Vaxart. Stockholders of
record at the close of business on January 2, 2018 are entitled to
and are being requested to vote. If a stockholder has already
submitted their proxy card and does not wish to change their vote,
no further action is required at this time.
Aviragen encourages stockholders that have not yet voted their
shares to vote by 11:59 pm EST on February 12, 2018. Each vote is
extremely important, no matter how many or how few shares are
owned. The affirmative vote of the holders of a majority of the
shares of Aviragen common stock properly cast at the Aviragen
Special Meeting, presuming a quorum is present, is required to
approve the proposed merger. Please take a moment to vote
FOR the proposals necessary to approve the
proposed merger today – by telephone, by Internet or by signing,
dating and returning the WHITE proxy card. Please
discard any BLUE proxy card you may receive from
the CAS Group.
Stockholders with questions or requiring assistance voting their
shares should contact Aviragen’s proxy solicitor, D.F. King &
Co., Inc., toll-free at (800) 967-5074. Each vote is extremely
important, no matter how many or how few shares are owned.
About Aviragen Therapeutics
Aviragen Therapeutics is focused on the discovery and
development of the next generation of direct-acting antivirals to
treat infections that have limited therapeutic options and affect a
significant number of patients globally. It has three Phase 2
clinical stage compounds: BTA074 (teslexivir), an antiviral
treatment for condyloma caused by human papillomavirus types 6 and
11; vapendavir, a capsid inhibitor for the prevention or treatment
of rhinovirus (RV) upper respiratory infections; and BTA585
(enzaplatovir), a fusion protein inhibitor in development for the
treatment of respiratory syncytial virus infections. Aviragen also
receives royalties from marketed influenza products, Relenza® and
Inavir®. For additional information, please visit
www.aviragentherapeutics.com.
Aviragen Therapeutics® is a registered trademark. Relenza® is a
registered trademark of GlaxoSmithKline Pharmaceuticals, Ltd., and
Inavir® is a registered trademark of Daiichi Sankyo Company,
Ltd.
Forward Looking Statements
This press release contains forward-looking statements about
Aviragen Therapeutics, Inc. and Vaxart Inc. All statements other
than statements of historical facts included in this press release
are forward looking statements. The words “anticipates,”
“may,” “can,” “plans,” “believes,” “estimates,” “expects,”
“projects,” “intends,” “likely,” “will,” “should,” “to be,” and any
similar expressions or other words of similar meaning are intended
to identify those assertions as forward looking statements.
These forward looking statements involve substantial risks and
uncertainties that could cause actual results to differ materially
from those anticipated, including, without limitation: the risk
that the conditions to the closing of the merger are not satisfied,
the failure to timely or at all obtain stockholder approval for the
merger; uncertainties as to the timing of the consummation of the
merger and the ability of each of Aviragen and Vaxart to consummate
the merger;; and potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
merger. Additional factors that may cause actual results to
differ materially from such forward looking statements include
those identified under the caption “Risk Factors” in the documents
filed by Aviragen with the Securities and Exchange Commission from
time to time, including its Proxy/Prospectus on Form S-4, Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. Except to the extent required by
applicable law or regulation, neither Aviragen nor Vaxart
undertakes any obligation to update the forward-looking statements
included in this press release to reflect subsequent events or
circumstances.
Additional Information About the Merger and Where to
Find It
In connection with the proposed strategic merger, Aviragen and
Vaxart have filed relevant materials with the Securities and
Exchange Commission, or the SEC, including a registration statement
on Form S-4, as amended, that contains a prospectus and a joint
proxy statement. Investors may obtain the proxy
statement/prospectus, as well as other filings containing important
information about Aviragen, Vaxart and the merger, free of charge
at the SEC’s web site (www.sec.gov). In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by Aviragen by directing a written request to: Aviragen
Therapeutics, Inc. 2500 Northwinds Parkway, Suite 100, Alpharetta,
GA 30009, Attention: Corporate Secretary or delivered via email to
investors@aviragentherapeutics.com. Investors and security holders
are urged to read the proxy statement/prospectus and the other
relevant materials before making any voting or investment decision
with respect to the merger.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation
Aviragen and Vaxart and their respective directors and officers
and certain of their other members of management and employees may
be deemed to be participants in the solicitation of proxies from
the stockholders of Aviragen in connection with the proposed
transaction. Information regarding the special interests of these
directors and executive officers in the merger are included in the
proxy statement/prospectus referred to above. Additional
information regarding the directors and executive officers of
Aviragen is also included in Aviragen’s Annual Report on Forms 10-K
for the year ended June 30, 2017, filed with the SEC on September
1, 2017, and the Form 10-K/A filed with the SEC on October 20,
2017. These documents are available free of charge from the sources
indicated above.
Contacts
Mark ColonneseExecutive Vice President and Chief Financial
OfficerAviragen Therapeutics, Inc.(678)
221-3381
mcolonnese@aviragentherapeutics.com
Beth DelGiaccoStern Investor Relations, Inc.(212)
362-1200beth@sternir.com
Kristian KleinD.F. King & Co., Inc.(212) 232-2247
Winnie Lerner / Nick LeasureFinsbury(646) 805-2855
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