Full Press Release Details
AVANT APPEALS DELISTING NOTIFICATION FROM
MA (January 9, 2008): AVANT
Immunotherapeutics, Inc. (Nasdaq: AVAN) announced today that on January 8,
2008 it received a letter from The NASDAQ Stock Market indicating that AVANT had
failed to regain compliance with the Nasdaq Capital Market s minimum bid price
requirement of $1.00 per share for continued listing of AVANT s common stock on
the Nasdaq Capital Market as set forth in Marketplace Rule 4310(c)(4) (the
Staff Determination ). As a result, AVANT s common stock is subject to be
delisted from the Nasdaq Capital Market on January 17, 2008. Following
procedures set forth in the Nasdaq Marketplace Rule 4800 series, AVANT has
requested a hearing before a Nasdaq Listing Qualifications Panel (the Panel )
to review the Staff Determination. The hearing request will stay the delisting
of AVANT s common stock, pending the decision of the Panel, allowing it to
continue to trade on the Nasdaq Capital Market. Historically Panels have generally
viewed a near-term reverse stock split as the only definitive plan acceptable
to resolve a bid price deficiency. AVANT expects to execute such a reverse
stock split in connection with its pending merger with Celldex Therapeutics, Inc.
( Celldex ). There can be no assurance however, that the Panel will grant AVANT s
request for continued listing on the Nasdaq Capital Market.
the event that the Panel denies AVANT s request for continued listing on the
Nasdaq Capital Market, AVANT s common stock shall be delisted from the Nasdaq
Capital Market. Following such
delisting, AVANT s common stock could be eligible to trade on the OTC Bulletin
Board. Further, AVANT may apply to trade on the Nasdaq Global Market following
the closing of the proposed merger with Celldex. Additional information on AVANT
Immunotherapeutics, Inc. can be obtained through our site on the World
Wide Web: http://www.avantimmune.com.
Additional Information about the Merger and Where to Find It
This communication may be deemed to be solicitation material in respect
of the proposed merger of AVANT and Celldex. In connection with the proposed
merger, AVANT and Celldex intend to file relevant materials with the SEC,
including AVANT s proxy statement/prospectus on Form S-4.
SHAREHOLDERS OF AVANT ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING AVANT S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents free
of charge at the SEC s web site, http://www.sec.gov, and AVANT shareholders
will receive information at an appropriate time on how to obtain
transaction-related documents for free from AVANT. Such documents are not
currently available.
Participants in the Solicitation
The directors and executive officers of AVANT and Celldex may be deemed
to be participants in the solicitation of proxies from the holders of AVANT
common stock in respect of the proposed transaction. Information about the
directors and executive officers of AVANT is set forth in the proxy statement
for AVANT s most recent 10-K, which was filed with the SEC on March 16,
2007. Investors may obtain additional information regarding the interest of
AVANT and its directors and executive officers, and Celldex and its directors
and executive officers in the proposed transaction by reading the proxy
statement regarding the acquisition when it becomes available.
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 restructuring and quarterly cash burn rate, (ii) AVANT s
expectations regarding the Merger (iii) AVANT s expectations of royalty
payments from PRF related to Rotarix, (iv) AVANT s expectations to
initiate its own sponsored double-blind, placebo-controlled Phase 2
dose-ranging trial of Ty800 and Phase 1/2 trial of its ETEC Cholera vaccine
candidate, and (v) 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.
Factors related to the Merger include, but are not limited to: (i) costs
related to the Merger; (ii) failure of AVANT s shareholders to approve the
Merger; (iii) AVANT s or Celldex s inability to satisfy the conditions of
the Merger; (iv) AVANT s inability to maintain its NASDAQ listing; (v) the
risk that AVANT s and Celldex s businesses will not be integrated successfully;
(vi) the combined company s inability to further identify, develop and
achieve commercial success for new products and technologies; (vii) the
possibility of Merger-related delays in the research and development necessary
to select drug development candidates and delays in clinical trials; (viii) the
risk that clinical trials by the combined company may not result in marketable
products; (ix) the risk that the combined company may be unable to
successfully secure regulatory approval of and market its drug candidates; (x) the
risks associated with reliance on outside financing to meet capital
requirements; (xi) risks associated with Celldex s new and uncertain technology
and the development of competing technologies; and (xii) risks related to the
combined company s ability to protect its proprietary technologies and
patent-infringement claim.
not related to the Merger include, but are not limited to: (1) the ability
to adapt AVANT s vectoring systems to develop new, safe and effective orally
administered vaccines against other disease causing agents; (2) the
ability to successfully complete product research and further development,
including animal, pre-clinical and clinical studies, and commercialization of
CholeraGarde(R) (Peru-15), Ty800, ETEC Cholera vaccine, and other products
and AVANT s expectations regarding market growth;
cost, timing, scope and results of ongoing safety and efficacy trials of
CholeraGarde(R) (Peru-15), Ty800, ETEC Cholera vaccine and other
preclinical and clinical testing; (4) the ability to negotiate strategic