Filed by Poniard Pharmaceuticals, Inc. pursuant to
Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934,
as amended
Subject Company: Poniard Pharmaceuticals, Inc.
Commission File No. 0-16614
ISS Proxy Advisory Services Recommends Poniard Shareholders Vote FOR Poniards
Proposed Merger with ALLOZYNE and Reverse Stock Split
- Three Leading Proxy Advisory Firms Recommend that Poniard
Shareholders Vote FOR Important Proposals at Special Meeting of Shareholders to be Held November 21 -
SAN FRANCISCO,
Calif. November 9, 2011 Poniard Pharmaceuticals, Inc. (Nasdaq: PARD) announced today that ISS Proxy Advisory Services, the nations leading independent proxy advisory firm, has recommended that Poniard shareholders vote
FOR all proposals listed in the Companys proxy materials, including the proposal to approve the issuance of common stock in connection with Poniards proposed merger with ALLOZYNE, Inc. and the proposal to effect a 1-for-40
reverse stock split of Poniards outstanding common stock.
In its report, dated November 4, 2011, ISS stated the following:
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Item 1. Issue Shares in Connection with Acquisition
Based on a review of the transaction above, including the boards rationale,
including the risks of continuing as a standalone business, and the extensive sales process, a vote FOR this proposal is warranted.
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Item 2. Approve Reverse Stock Split
A vote FOR this proposal is warranted given that the reverse stock split may allow the company to
satisfy the requirements for maintaining its NASDAQ Capital Market listing.
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The ISS recommendation follows similar
recommendations from Glass, Lewis & Co. and Egan-Jones, two other leading proxy advisors.
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 Companys 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 receipt of shareholder approvals and satisfaction of other closing conditions, 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
Poniard shareholders who are unable to locate their
voting control number
or need other assistance voting their shares are strongly encouraged
to contact the Companys proxy solicitation firm, D.F. King & Co., Inc., at 800-967-7635.
Poniard urges all shareholders to
vote as soon as possible:
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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;
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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;
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Through Their Stockbroker:
Shareholders may also contact their stockbrokers for help with casting their votes;
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By Mail:
Shareholders may vote by mailing in the proxy card they received with their proxy materials; or
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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.
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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 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
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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 materials.
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 ISS 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, Poniards 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: Poniards current cash
position, the failure of the Poniard or ALLOZYNE stockholders to approve the merger and/or the required reverse stock split; Poniards 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 Poniards Annual
Report on Form 10-K for the year ended December 31, 2010 and Poniards 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
kklein@dfking.com
Media:
David Pitts
Argot Partners
(212) 600-1902
david@argotpartners.com
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