Full Press Release Details
FOR IMMEDIATE RELEASE/March 7, 2008
| Una S. Ryan, Ph.D. | Avery W. Catlin | For Media: | ||
| President and CEO | Chief Financial Officer | Joan Kureczka | ||
| AVANT Immunotherapeutics, Inc. | AVANT Immunotherapeutics, Inc. | Kureczka/Martin Associates | ||
| (781) 433-0771 | (781) 433-0771 | (415) 821-2413 | ||
| info@avantimmune.com | jkureczka@comcast.net |
AVANT ANNOUNCES COMPLETED MERGER
AND 1-FOR-12 REVERSE STOCK SPLIT
Results of Shareholder Meeting also Announced All Resolutions
MA (March 7, 2008): AVANT Immunotherapeutics, Inc. (Nasdaq:
AVAN) announced today the completed merger of Callisto Merger Corporation, its
wholly-owned subsidiary, with and into Celldex Therapeutics, Inc.,
resulting in the combined company which will continue to be named AVANT and
trade under the NASDAQ ticker symbol AVAN.
are extremely pleased that our shareholders recognized the intrinsic value of
this merger and believe that with the closing of this transaction we have built
a strong, diversified company, said Dr. Una Ryan, President and CEO of
AVANT. We look forward to making substantial progress in the development of
our portfolio of immunotherapy candidates and communicating this progress to
our shareholders throughout the year. We thank them for their continued
The combined company is built on mutual expertise in
developing novel immunotherapy products and brings together an exceptional
management team with proven experience in all aspects of drug development. We
believe that these key attributes create a stronger AVANT to realize the
potential of our novel immunotherapy candidates, said Charles Schaller,
Chairman of Celldex. I look forward to working with the new AVANT team to
advance the Company s promising pipeline.
104.8 million shares (on a pre-split basis) are being issued to the former
Celldex shareholders in connection with the merger, having a value of
approximately $75 million.
the terms of the merger agreement, Celldex shareholders will receive approximately
4.96 shares of common stock in exchange for each share of Celldex common stock
and Class A common stock they own.
AVANT stockholders will retain 42% of, and the former Celldex
stockholders will own 58% of, the outstanding shares of AVANT s common stock on
a fully-diluted basis. AVANT will also assume all of Celldex s stock options
outstanding at the time of the merger.
the special meeting of AVANT shareholders held on March 6, 2008 in
connection with the merger, shareholders approved four proposals: (i) the
issuance of shares of AVANT common stock pursuant to
NEEDHAM, MA 02494-2725 USA 781-433-0771 FAX
781-433-0262 www.avantimmune.com
merger agreement in the amount necessary to result in the Celldex stockholders
owning 58% of AVANT common stock on a fully diluted basis, (ii) an
amendment to AVANT s Third Restated Certificate of Incorporation to increase
the number of authorized shares to 300,000,000, (iii) an amendment to
AVANT s Third Restated Certificate of Incorporation to effect a reverse stock
split in a ratio ranging from one-for-twelve to one-for-twenty of all issued
and outstanding shares of AVANT common stock, the final ratio to be determined
within the discretion of the AVANT board of directors and (iv) adoption of
the 2008 stock option and incentive plan.
board of directors has approved a 1-for-12 reverse stock split of AVANT s
common stock, which became effective today, March 7, 2008. As a result of
the reverse stock split, each twelve shares of common stock will be combined
and reclassified into one share of common stock and the total number of shares
outstanding will be reduced from approximately 180 million shares (including
the shares issued to Celldex shareholders in connection with the merger) to
approximately 15 million shares.
AVANT common stock will trade under the symbol AVAND for 20 trading days
beginning on March 10, 2008 to designate that it is trading on a
post-reverse split basis, and will resume trading under the symbol AVAN after
the 20-day period has expired.
AVANT Immunotherapeutics, Inc.:
Immunotherapeutics, Inc. is a NASDAQ-listed company discovering and
developing innovative vaccines and targeted immunotherapeutics for the
treatment of cancer, infectious and inflammatory diseases. AVANT focuses on the use of tumor-specific
targets and human monoclonal antibodies (mAbs) to precisesly deliver
therapeutic agents through its novel targeted immunization approach. AVANT also possesses innovative bacterial
vector delivery technologies with unique manufacturing and preservation
processes that offer the potential for a new generation of infectious disease
vaccines. AVANT has three commercialized products, including Rotarix
for the prevention of rotavirus infection and two human food safety vaccines
for reducing salmonella infection in chickens and eggs. AVANT s deep product
pipeline consists of products in varying stages of development, with its lead
candidate, CDX-110, currently undergoing evaluation in a Phase 2/3 clinical
trial in newly diagnosed glioblastoma multiforme, one of the most aggressive
forms of brain cancer. AVANT also has
five product candidates in its development pipeline including:
CDX-1307, a product based on its proprietary APC Targeting Technology(TM), which is in two Phase 1 clinical trials for patients with advanced pancreatic, bladder, breast and colon cancer;
a complement inhibitor, TP10, in development for transplantation and other indications; and
three candidates based on its oral, rapidly-protecting, single-dose and temperature-stable vaccine technology, including combination vaccines for travelers, the military and global health needs.
information on AVANT Immunotherapeutics, Inc. can be obtained through our
site on the World Wide Web: http://www.avantimmune.com.
Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995: The
statements made in this press release which are not statements of historical
fact are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, including, without limitation, statements that may be identified by
words such as expectations, remains, focus, expected, prospective, expanding,
building, continue, progress, plan, efforts, hope, believe, objectives,
opportunities, will, seek, and other expressions which are predictions of
or indicate future events and trends and which do not constitute historical
matters identify forward-looking statements. These statements also include statements regarding: (i) AVANT s
expectations regarding its integration with Celldex following the merger and (ii) statements
made regarding AVANT s goals for its programs and products. This release
includes forward-looking statements that are subject to a variety of risks and
uncertainties and reflect AVANT s current views with respect to future events
and financial performance. There
are a number of important factors that could cause the actual future experience
and results to differ materially from those expressed in any forward-looking
statement made by AVANT, including, but are not limited to: (i) costs
related to the merger; (ii) the risk that AVANT s and Celldex s businesses
will not be integrated successfully; (iii) the combined company s