Aviragen Therapeutics, Inc. (NASDAQ:AVIR) and Vaxart, Inc. today
announced that the companies have agreed to amend the terms of
their previously announced merger agreement to increase the
proposed ownership percentage of Aviragen stockholders of the
combined company. Under the new terms, Aviragen stockholders would
now own 49% of the combined company, up from 40% under the previous
agreement. This nine percentage point improvement from 40% in the
original agreement represents a 22.5% increase in the ownership
stake that Aviragen stockholders will have in the combined company.
The amended agreement has been unanimously approved by the
Boards of Directors of both companies. The Aviragen Board
recommends that Aviragen stockholders vote FOR the
merger at the Special Meeting of Stockholders on February 9, 2018.
If stockholders have already voted FOR the merger,
there is no need to vote again. If stockholders have not yet voted,
they are encouraged to vote FOR the merger. If
stockholders have voted AGAINST the merger, they
may change their vote and vote FOR the merger. All
votes must be received before 11:59 pm EST on February 8, 2018.
Wouter Latour, M.D., Chief Executive Officer of Vaxart, Inc.,
said, “The amended terms reflect our commitment to completing the
transaction with Aviragen. Our Board and management believe in the
strategic value of the merger and we look forward to creating
meaningful value for all stockholders.”
Joseph M. Patti, Ph.D., President and Chief Executive Officer of
Aviragen Therapeutics, said, “Aviragen’s Board and management team
have been focused on achieving the best possible outcome from our
strategic review process. In working closely with one of our main
stockholders to maximize the value of the proposed transaction, we
have amended the merger agreement to underscore this commitment.
Aviragen stockholders will now have a 22.5% increase in their
ownership stake and a greater share of the upside potential of the
combined company.”
Aviragen Special Meeting of Stockholders
Aviragen intends to reconvene its Special Meeting of
Stockholders to vote on the proposed merger on February 9, 2018 at
12:00 pm EST. Should Aviragen stockholders vote to approve the
proposed merger, Aviragen and Vaxart intend to close the
transaction shortly thereafter.
Aviragen Stockholders are Encouraged to Vote FOR the
Transaction Today
Aviragen’s Board strongly urges stockholders to vote
FOR the proposed merger today. 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 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 or toll at (201) 806-7301.
Each vote is extremely important, no matter how many or how few
shares are owned.
Advisors
Stifel, Nicolaus & Company, Incorporated is acting as
financial advisor to Aviragen, and Dechert LLP is serving as legal
counsel to Aviragen. Cooley LLP is serving as legal counsel to
Vaxart.
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.
About Vaxart
Vaxart is a clinical-stage company developing a range of oral
recombinant vaccines based on its proprietary delivery platform.
Vaxart vaccines are administered using convenient room
temperature-stable tablets that can be stored and shipped without
refrigeration and eliminate risk of needle-stick injury. Its
development programs are oral tablet vaccines designed to protect
against norovirus, seasonal influenza and respiratory syncytial
virus (RSV), as well as a therapeutic vaccine for human
papillomavirus (HPV), Vaxart’s first immuno-oncology indication.
For more information, please visit www.vaxart.com.
Forward Looking Statements
This press release contains forward-looking statements about
Aviragen Therapeutics, Inc. and Vaxart Inc., and their respective
businesses, business prospects, strategy and plans. 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; risks related to
Aviragen’s ability to correctly estimate its operating expenses and
its expenses associated with the merger; risks related to the
market price of Aviragen’s common stock relative to the exchange
ratio; the ability of Aviragen or Vaxart to protect their
respective intellectual property rights; competitive responses to
the merger; unexpected costs, charges or expenses resulting from
the merger; and potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
merger. The vaccine candidates that Vaxart develops may not
progress through clinical development or receive required
regulatory approvals within expected timelines or at all. In
addition, future clinical trials may not confirm any safety,
potency or other product characteristics described or assumed in
this press release and such vaccine candidates may not successfully
commercialized. 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.
Aviragen 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
Vaxart Contacts
John HarlandChief Financial OfficerVaxart Inc.(650)
550-3500jharland@vaxart.com
Katie HoganWCG/W2O Group(415) 658-9745khogan@wcgworld.com
Vaxart (NASDAQ:VXRT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Vaxart (NASDAQ:VXRT)
Historical Stock Chart
From Apr 2023 to Apr 2024