Full Press Release Details
FOR IMMEDIATE RELEASE/September 30, 2009
| Anthony S. Marucci | Avery W. Catlin | For Media: | ||
| President and CEO | Chief Financial Officer | Matthew Driscoll | ||
| Celldex Therapeutics , Inc. | Celldex Therapeutics , Inc. | BMC Communications Group | ||
| (781) 433-0771 | (781) 433-0771 | (973) 271-6085 | ||
| IR@celldextherapeutics.com | mdriscoll@bmccommunications.com |
Celldex and CuraGen Stockholders
Approve Acquisition of CuraGen Corporation
NEEDHAM, MA and Branford, CT (September 30,
2009): Celldex Therapeutics, Inc.
(Nasdaq: CLDX) and CuraGen Corporation (Nasdaq: CRGN) announced that, at
special meetings held earlier today, Celldex s stockholders approved the
issuance of shares of Celldex common stock pursuant to the previously disclosed
Agreement and Plan of Merger, dated as of May 28, 2009, by and among
Celldex, Cottrell Merger Sub, Inc. and CuraGen, and that CuraGen s
stockholders approved the Agreement and Plan of Merger.
Following the closing of the
merger contemplated by the Agreement and Plan of Merger, each outstanding share
of CuraGen common stock will convert into the right to receive 0.2739 shares of
Celldex common stock and CuraGen will become a wholly-owned subsidiary of
Celldex. Celldex will issue
approximately 16,629,981 shares of its common stock in exchange for all outstanding
shares of CuraGen common stock in connection with the merger.
anticipates that the merger will close on October 1, 2009.
About Celldex Therapeutics, Inc.
Celldex Therapeutics is an
integrated biopharmaceutical company that applies its comprehensive Precision
Targeted Immunotherapy Platform to generate a pipeline of candidates to treat
cancer and other difficult-to-treat diseases. Celldex s immunotherapy platform
includes a complementary portfolio of monoclonal antibodies, antibody-targeted
FOURTH AVENUE NEEDHAM, MA 02494-2725 USA 781-433-0771 FAX
to create novel disease-specific drug candidates. For more information, please
About CuraGen Corporation
Corporation is a biopharmaceutical company dedicated to improving the lives of
patients by developing promising pharmaceutical products that address unmet medical
needs. CuraGen s therapeutics are based on research into novel drug targets and
mechanisms that are believed to play a role in the underlying disease. CuraGen
has translated this research and understanding into a pipeline of protein,
antibody, and antibody-drug conjugate drugs. For more information, please visit
Safe Harbor Statement Under the Private Securities
Litigation Reform Act of 1995: This release contains forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, including those related to Celldex s strategic focus and the future
development and commercialization of Celldex s programs. Forward-looking
statements reflect management s current knowledge, assumptions, judgment and
expectations regarding future performance or events. Although Celldex management
believes that the expectations reflected in such statements are reasonable,
they give no assurance that such expectations will prove to be correct and you
should be aware that actual results could differ materially from those
contained in the forward-looking statements. Forward-looking statements are
subject to a number of risks and uncertainties, including, but not limited to,
the successful integration of the businesses, multiple technologies and
programs of CuraGen and Celldex; Celldex s ability to adapt APC Targeting
TechnologyTM to develop new, safe and
effective vaccines against oncology and infectious disease indications; Celldex s
ability to successfully complete product research and further development of Celldex s
programs; the uncertainties inherent in clinical testing; Celldex s ability to
manage research and development efforts for multiple products at varying stages
of development; Pfizer s and Celldex s strategy and business plans concerning
the continued development and commercialization of CDX-110; the timing, cost
and uncertainty of obtaining regulatory approvals; the failure of the market
for the combined Companies programs to continue to develop; the inability to
obtain additional capital; the inability to protect the combined Companies
intellectual property; the loss of any executive officers or key personnel or
consultants; competition; changes in the regulatory landscape or the imposition
of regulations that affect the combined Companies products; and other risks
detailed from time to time in Celldex s filings with the Securities and
Exchange Commission, including Celldex s Form 10-K for the fiscal year
ended December 31, 2008, and its Forms 10-Q and 8-K.