Full Press Release Details
FOR IMMEDIATE RELEASE:
PHARMATHENE FILES REGISTRATION STATEMENT
WITH THE SECURITIES AND EXCHANGE COMMISSION
ANNAPOLIS, MD, September 9, 2013
- PharmAthene, Inc. (NYSE MKT: PIP) announced today that it has filed a registration statement on Form S-4 with the Securities
and Exchange Commission (SEC) containing a preliminary proxy statement / prospectus / consent solicitation in connection with the
previously announced merger between PharmAthene, Inc., and Theraclone Sciences, Inc., a privately-held monoclonal antibody (mAb)
discovery and development company.
Under the terms of the merger
agreement, a wholly-owned subsidiary of PharmAthene will merge into Theraclone in an all-stock transaction. PharmAthene will
issue shares of PharmAthene common stock to Theraclone stockholders such that upon completion of the merger, the PharmAthene
and Theraclone security holders will each own 50.0% of the outstanding equity of the combined company on an as converted and
fully diluted basis (but excluding PharmAthene warrants and options with an exercise price of more than $2.50 per share). If
no options or warrants of either PharmAthene or Theraclone are exercised prior to the completion of the merger, PharmAthene
and Theraclone security holders would own, respectively, approximately 54% and 46% of the outstanding shares of common stock
of the combined company.
The registration statement has not yet
been declared effective and the information contained in the filing is subject to change. No shares of PharmAthene common stock
may be issued in connection with the merger prior to the time the registration statement becomes effective.
Important Additional Information about
This communication is being made in respect
of the proposed merger involving Theraclone and PharmAthene. On August 1, 2013, PharmAthene filed with the SEC a current report
on Form 8-K, which includes the merger agreement and related documents. As stated above, on September 9, 2013, PharmAthene filed
a registration statement on Form S-4 with the SEC, which contains a preliminary proxy statement/prospectus/consent solicitation
and other relevant materials, and plans to file with the SEC other documents regarding the proposed transaction. Once the registration
statement has been declared effective, the final joint proxy statement / prospectus / consent solicitation will be sent to the
stockholders of PharmAthene and Theraclone in connection with the stockholder votes on matters relating to the proposed transaction.
The proxy statement/prospectus/consent solicitation contains information about PharmAthene, Theraclone, the proposed transaction,
and related matters.
STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT / PROSPECTUS / CONSENT SOLICITATION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN, AS THE CASE MAY BE, IMPORTANT
INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER AND RELATED MATTERS. In addition to receiving
the proxy statement/prospectus/consent solicitation and proxy card by mail, stockholders will also be able to obtain the proxy
statement/prospectus/consent solicitation, as well as other filings containing information about PharmAthene, without charge, from
the SEC's website (http://www.sec.gov) or, without charge, by contacting Stacey Jurchison at PharmAthene at (410) 269-2610.
No Offer or Solicitation
This communication is not intended to and
does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the merger or otherwise,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
Participants in Solicitation
PharmAthene and its executive officers
and directors may be deemed to be participants in the solicitation of proxies from PharmAthene's stockholders with respect
to the matters relating to the proposed merger. Theraclone may also be deemed a participant in such solicitation. Information regarding
PharmAthene's executive officers and directors is available in Amendment No. 1 to PharmAthene's proxy statement on
Schedule 14A, filed with the SEC on May 9, 2013. Information regarding such executive officers and directors and regarding any
interest that PharmAthene, Theraclone or any of the executive officers or directors of PharmAthene or Theraclone may have in the
transaction will be set forth in the final proxy statement/prospectus/consent solicitation that PharmAthene will file with the
SEC in connection with its stockholder vote on matters relating to the proposed transaction. Stockholders will be able to obtain
this information by reading the final proxy statement/prospectus/consent solicitation when it becomes available.
PharmAthene is a leading biodefense company
engaged in the development and commercialization of next generation medical countermeasures against biological and chemical threats.
PharmAthene's current biodefense portfolio includes the following product candidates:
SparVax - a next generation recombinant protective antigen (rPA) anthrax vaccine
rBChE bioscavenger - a medical countermeasure for nerve agent poisoning by organophosphorous compounds,
including nerve gases and pesticides
Valortim - a fully human monoclonal antibody for the prevention and treatment of anthrax
In addition, in May 2013, the Delaware
Supreme Court issued its ruling on the appeal in our litigation with SIGA Technologies, affirming the Court of Chancery's
finding that SIGA was liable for breach of contract, reversing its finding of promissory estoppel, and remanding the case back
to the Court of Chancery to reconsider the appropriate remedy and award of attorney's fees and expert witness costs in light of
the Supreme Court's opinion. For more information about PharmAthene, please visit www.PharmAthene.com.
About Theraclone Sciences
Theraclone is a biopharmaceutical company
focused on the discovery and development of novel, monoclonal antibody therapeutics for diseases that are devastating for patients
and their families and which are a significant threat to human health. Theraclone leverages its proprietary antibody discovery
technology, I-STAR (In-Situ Therapeutic Antibody Rescue), to identify rare human antibodies that may be developed into antibody
product candidates that are potentially safer and more effective than current therapies. Theraclone has a portfolio of innovative
antibodies in clinical and preclinical development targeting serious medical conditions with a significant unmet medical need and
a primary focus on infectious disease and cancer, which include:
For more information about Theraclone,
please visit www.theraclone-sciences.com.
Forward-Looking Statement Disclaimer
Except for the historical information presented
herein, matters discussed may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future
results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including
statements preceded by, followed by, or that include the words "will"; "potential"; "believe";
"anticipate"; "intend"; "plan"; "expect"; "estimate"; "could"; "may";
"should"; or similar statements are forward-looking statements. Such statements include, but are not limited to those
referring to the potential for the generation of value, ability to leverage funding sources, potential for revenue, and potential
for growth. PharmAthene disclaims any intent or obligation to update these forward-looking statements. Risks and uncertainties
include, among others, failure to obtain necessary shareholder approval for the proposed merger with Theraclone and the matters
related thereto; failure of either party to meet the conditions to closing of the transaction; delays in completing the transaction
and the risk that the transaction may not be completed at all; failure to realize the anticipated benefits from the transaction
or delay in realization thereof; the businesses of PharmAthene and Theraclone may not be combined successfully, or such combination
may take longer, be more difficult, time-consuming or costly to accomplish than expected; operating costs and business disruption
during the pendency of and following the transaction, including adverse effects on employee retention and on business relationships
with third parties; the combined company's need for and ability to obtain additional financing; risk associated with the
reliability of the results of the studies relating to human safety and possible adverse effects resulting from the administration
of the combined company's product candidates; unexpected funding delays and/or reductions or elimination of U.S. government funding
for one or more of the combined company's development programs; the award of government contracts to competitors; unforeseen safety
issues; unexpected determinations that these product candidates prove not to be effective and/or capable of being marketed as products;
as well as risks detailed from time to time in PharmAthene's Form 10-K and quarterly reports on Form 10-Q under the caption "Risk
Factors" and in its other reports filed with the U.S. Securities and Exchange Commission (the "SEC"). In particular,
there is significant uncertainty regarding the level and timing of sales of Arestvyr and when and whether it will be approved
by the U.S. FDA and corresponding health agencies around the world. PharmAthene cannot predict with certainty if or when SIGA will
begin recognizing profit on the sale thereof and there can be no assurance that any profits received by SIGA will be significant.