SUWANEE, Ga. and
PETERBOROUGH, N.H., Feb. 9, 2018 /PRNewswire/ -- Digirad Corporation,
East Hill Management Company, LLC, and Thomas M. Clay (collectively with certain other
participants in the solicitation, the "Concerned Aviragen
Shareholders Group", the "CAS Group", "we" or "us"), who are
significant stockholders of Aviragen Therapeutics, Inc., a
Delaware corporation ("Aviragen",
"AVIR" or the "Company") (NASDAQ: AVIR), with collective beneficial
ownership of approximately 8.3% of AVIR's outstanding shares of
common stock (the "Common Stock"), today announced that it has
carefully reviewed and considered the improved terms of the
proposed merger (the "Merger") between the Company and Vaxart, Inc.
("Vaxart") recently announced by the Company and that, in light of
these recent developments, the CAS Group is now in support of the
Merger. The Company previously announced that the special
meeting (the "Special Meeting") of Aviragen stockholders,
originally scheduled for February 6,
2018, was adjourned to February
9, 2018. We anticipate that the Company will further
adjourn the Special Meeting to February
13, 2018. The new deal terms were set forth in the
Amendment No. 1 to the Agreement and Plan of Merger and
Reorganization, dated as of October 27,
2017 (as amended and may be amended, modified or amended and
restated from time to time, the "Merger Agreement"), by and among
the Company, Agora Merger Sub, Inc. and Vaxart, filed by the
Company with the U.S. Securities and Exchange Commission on
February 7, 2018.
The CAS Group also announced that it has entered into a
Settlement Agreement (the "Agreement") with the Company and Vaxart
in connection with the Special Meeting. Pursuant to the
Agreement, among other things, the CAS Group 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 the 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, pursuant to the Agreement, the CAS
Group withdrew 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. Pursuant to the Agreement, the Company agreed to
reimburse the CAS Group for its reasonable out-of-pocket expenses
in connection with, among other things its solicitation in
connection with the Special Meeting, not to exceed $200,000.
The CAS Group will vote all proxies it has received from
Aviragen stockholders at the Special Meeting pursuant to the
instructions provided by such stockholders.
YOU MAY REVOKE ANY PROXY BY SIGNING, DATING AND RETURNING A NEW
PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT
COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE
SPECIAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A
LATER DATED PROXY FOR THE SPECIAL MEETING TO THE CAS GROUP, C/O
INVESTORCOM, WHICH IS ASSISTING IN THIS SOLICITATION, OR TO THE
SECRETARY OF AVIRAGEN, OR BY VOTING IN PERSON AT THE SPECIAL
MEETING.
If you have any questions, require assistance in voting your BLUE
proxy card,
or need additional copies of the CAS Group's proxy materials,
please contact InvestorCom at the phone numbers listed
below.
InvestorCom
SHAREHOLDER INTELLIGENCE
65 Locust Avenue, Suite 302
New Canaan, CT 06840
Shareholders call toll free at (877) 972-0090
Banks and Brokers may call collect at (203) 972-9300
You may find more information at:
www.icommaterials.com/CAS
|
About Digirad Corporation
Digirad delivers convenient,
effective, and efficient healthcare solutions on an as needed, when
needed, and where needed basis. Digirad's diverse portfolio of
mobile healthcare solutions and diagnostic imaging equipment and
services, provides hospitals, physician practices, and imaging
centers through the United States
access to technology and services necessary to provide exceptional
patient care in the rapidly changing healthcare environment. For
more information, please visit www.digirad.com.
About East Hill Management Company
East Hill
Management Company, LLC is a registered investment adviser with the
U.S. Securities and Exchange Commission.
Investor Contact:
John Glenn
Grau
InvestorCom
(203) 295-7841
jgrau@investor-com.com
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SOURCE Digirad Corporation