Poniard Pharmaceuticals, Inc. (NASDAQ: PARD) announced today that
Glass, Lewis & Co., a leading independent proxy advisory firm,
has recommended that Poniard shareholders vote "FOR" all proposals
listed in the Company's proxy statement materials, including the
proposal related to the issuance of stock in connection with
Poniard's proposed merger with ALLOZYNE, Inc. and the proposal to
effect a 1-for-40 reverse stock split of Poniard's outstanding
common stock.
In its report, dated November 3, 2011, Glass Lewis stated the
following:
- "... The [Poniard] board pursued a wide array of potential
merger or acquisition partners over approximately 18 months. The
result of this process is a combination that provides exposure to
ALLOZYNE's potential viable suite of drug candidates in exchange
for what appears to be reasonable consideration. In the absence of
any superior alternatives, which we expect are not likely
forthcoming given the breadth of the board's review, we believe
shareholders should support this proposal."
- "As we agree with the board that the merger is in the best
interest of the Company, we believe the board should have the
authority to reduce the number of shares of common stock
outstanding in order to meet a condition of the merger.
Accordingly, we recommend that shareholders vote FOR this proposal."
Poniard shareholders are encouraged to read the definitive proxy
statement/prospectus/consent solicitation dated October 10, 2011,
and the supplement thereto dated November 4, 2011, which include a
comprehensive discussion of the proposed merger and the stock
issuance and reverse stock split proposals. The Company's Board of
Directors unanimously recommends that Poniard shareholders vote
"FOR" all proposals, in person or by proxy, at the upcoming special
shareholder meeting to be held on November 21, 2011.
Approval of the issuance of Poniard common stock in the merger
requires the affirmative vote of the holders of a majority of the
shares of Poniard common stock present, in person or by proxy at
the special meeting. Approval of the reverse stock split requires
the affirmative vote of the majority of all shares of Poniard
common stock outstanding.
Assuming shareholders approve the issuance of Poniard common
stock pursuant to the merger agreement and the other proposals set
forth in the proxy statement/prospectus/consent solicitation,
immediately following the merger, Poniard will change its name to
ALLOZYNE, Inc.
The merger would result in a Nasdaq-listed biotechnology company
focused on developing and commercializing therapeutics in the areas
of autoimmune and inflammatory disease and cancer.
How to Vote Your Shares
Shareholders with questions about the proposals
or who need assistance voting their shares are strongly encouraged
to contact Poniard's proxy solicitation firm, D.F. King & Co.,
Inc., at 800-967-7635.
Poniard urges all shareholders to vote as soon as possible:
- By Phone: Call toll free (800) 454-8683
and have your control number as listed on the voting instruction
form ready and follow the simple instructions;
- Over the Internet: Shareholders may also
cast their votes on the internet at www.proxyvote.com as long as
they know their proxy control number on their notice of internet
availability or proxy card;
- Through Their Stockbroker: Shareholders
may also contact their stockbrokers for help with casting their
votes;
- By Mail: Shareholders may vote by mailing
in the proxy card they received with their proxy materials; or
- In Person: Shareholders may vote by
attending the special meeting in person on Monday, November 21,
2011 at 9:00 a.m. Pacific Time at the offices of Bay City Capital,
750 Battery Street, Suite 400, San Francisco, CA 94111.
Votes submitted by phone or over the internet
must be received by 11:59 p.m. Eastern Time on November 20,
2011.
Please note that voting by phone or internet
may require that you have your proxy control number available.
This number is printed on the notice of internet
availability of proxy materials or proxy card mailed to
you.
Important Additional Information On July
25, 2011, Poniard filed a Registration Statement on Form S-4 (No.
333-75778), which included a preliminary proxy
statement/prospectus/consent solicitation in connection with the
merger. The Registration Statement was declared effective on
October 7, 2011 and the definitive proxy
statement/prospectus/consent solicitation dated October 10, 2011,
was mailed on or about October 13, 2011 to Poniard and ALLOZYNE
stockholders of record as of October 4, 2011. A supplement to the
proxy statement/prospectus/consent solicitation was mailed on
November 7, 2011. INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS/CONSENT SOLICITATION AND ALL SUPPLEMENTS
THERETO BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT
PONIARD, ALLOZYNE AND THE MERGER.
Investors and security holders may obtain free copies of the
definitive proxy statement/prospectus/consent solicitation, as
supplemented, and other documents filed with the SEC by Poniard
through the website maintained by the SEC at http://www.sec.gov. In
addition, investors and security holders can obtain free copies of
these materials from Poniard by calling Poniard Investor Relations
at (650) 583-3774, by requesting them in writing from Poniard, 750
Battery Street, Suite 330, San Francisco, CA 94111, or by visiting
the Poniard website at http://www.poniard.com.
Poniard and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from shareholders
in favor of the proposed transaction. Information regarding the
directors and executive officers of Poniard and their interests in
the proposed transaction is available in the definitive proxy
statement/prospectus/consent solicitation.
About Poniard Pharmaceuticals
Poniard Pharmaceuticals, Inc. is a biopharmaceutical company
focused on the development and commercialization of innovative
oncology products. For additional information please visit
http://www.poniard.com.
Permission to use quotations from the Glass Lewis report was
neither sought nor obtained.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1994. Words such as "expect," "estimate,"
"project," "forecast," "anticipate," "may," "will," "can," "could,"
"should," "believes," "predicts," "potential," "continue," and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements include, without limitation,
statements regarding corporate strategy, forecasts of product
development and commercialization, Poniard's ability to effect the
reverse stock split and consummate the merger with ALLOZYNE, the
potential benefits of the proposed merger, potential transaction
timing, anticipated future operations, projected capital needs, the
availability of future funding and other matters that involve known
and unknown benefits, risks, uncertainties and other factors that
may cause actual results, levels of activity, performance or
achievements to differ materially from results expressed or implied
in this press release. Such risk include, among others: Poniard's
current cash position, the failure of the Poniard or ALLOZYNE
stockholders to approve the merger and/or the required reverse
stock split; Poniard's ability to satisfy Nasdaq conditions for
continued or initial listing of its common stock; actions by the
SEC or Nasdaq; the failure of Poniard or ALLOZYNE to meet any of
the conditions to the closing of the merger; the failure to realize
the anticipated benefits of the merger or delay in realization
thereof; the cash positions of Poniard and ALLOZYNE at closing of
the merger; the ability of the combined company to obtain
substantial additional financing on a timely basis and on favorable
terms; the difficulty of developing biopharmaceutical products and
obtaining regulatory or other approvals; the uncertainty regarding
market acceptance of any products for which regulatory approval is
obtained; whether certain market segments grow as anticipated; the
competitive environment in the biopharmaceutical industry; the
potential inability of Poniard to obtain, maintain, and enforce
patent and other intellectual property protection for its product
candidates; the success of future clinical trials; and the ability
of Poniard to enter into and maintain collaborative arrangements to
develop picoplatin on favorable terms. Actual results may differ
materially from those contained in the forward-looking statements
in this press release. Additional information concerning these and
other risk factors is contained in Poniard's Annual Report on Form
10-K for the year ended December 31, 2010 and Poniard's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2011. In
addition, investors and security holders are also urged to read
carefully the risk factors set forth in the definitive proxy
statement/prospectus/consent solicitation dated October 10, 2011
and the supplement thereto dated November 4, 2011.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. Poniard undertakes no obligation to update any
forward-looking statements to reflect new information, events or
circumstances after the date of this release or to reflect the
occurrence of unanticipated events. All forward-looking statements
are qualified in their entirety by this cautionary statement.
For Further Information: Investors: Kristian Klein D.F. King
(212) 232-2247 Email Contact Media: David Pitts Argot Partners
(212) 600-1902 Email Contact
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