Full Press Release Details
ARCA biopharma Declares Special Dividend in
Connection with the Proposed Merger with Oruka Therapeutics
Special dividend estimated to be $1.59 per
Payment of special dividend conditioned upon
ARCA stockholder approval of the Proposed Merger with Oruka
Westminster, CO, August 16, 2024 - ARCA biopharma,
Inc. (NASDAQ: ABIO) ("ARCA") today announced that its Board of Directors has declared a special cash dividend (the "Special
Dividend") in connection with the previously announced merger (the "Merger") with Oruka Therapeutics, Inc. ("Oruka")
pursuant to the Agreement and Plan of Merger and Reorganization, dated April 3, 2024 (the "Merger Agreement").
The Special Dividend, which ARCA estimates will be $1.59 per share
of ARCA's common stock, will be payable in cash to the stockholders of record as of August 26, 2024. The exact amount of the Special
Dividend will be calculated pursuant to the Merger Agreement and based on ARCA's reasonable, good faith approximation of the amount
by which ARCA's net cash, as determined prior to the closing of the Merger, will exceed $5,000,000.
Total actual distribution of the amount of the Special Dividend could be higher or lower than $1.59 per share and the estimate for amount
to be distributed to stockholders could change. The payment date in respect of the Special Dividend is scheduled for August 28, 2024.
Payment of the Special Dividend is conditioned upon approval by the
ARCA stockholders of the Merger, which ARCA's stockholders will consider and vote upon at the special meeting of ARCA stockholders
scheduled for 9:00 a.m. MT on August 22, 2024. Closing of the Merger is expected to occur on August 29, 2024 assuming
that the transaction is approved by ARCA's stockholders and the satisfaction or waiver of all conditions under the Merger Agreement.
If you need assistance in voting your shares
or have questions regarding the special meeting of ARCA's stockholders, please contact ARCA's proxy solicitor, Innisfree
M&A Incorporated at (877) 750-8310 (toll-free).
About ARCA biopharma
ARCA biopharma is dedicated to developing
genetically and other targeted therapies for cardiovascular diseases through a precision medicine approach to drug development. For more
information, please visit www.arcabio.com or follow the company on LinkedIn.
About Oruka Therapeutics
Oruka Therapeutics is developing novel biologics
designed to set a new standard for the treatment of chronic skin diseases. Oruka's mission is to offer patients suffering from
chronic skin diseases like plaque psoriasis the greatest possible freedom from their condition by achieving high rates of complete disease
clearance with dosing as infrequently as one or twice a year. Oruka is advancing a proprietary portfolio of potentially best-in-class antibodies
that were engineered by Paragon Therapeutics and target the core mechanisms underlying plaque psoriasis and other dermatologic and inflammatory
diseases. For more information, visit www.orukatx.com.
Forward-Looking Statements
This communication contains forward-looking
statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning
ARCA, Oruka, the proposed transactions and other matters. These forward-looking statements include express or implied statements relating
to the structure, timing and completion of the proposed Merger; the combined company's listing on Nasdaq after closing of the proposed
Merger; expectations regarding the ownership structure of the combined company; the expected executive officers and directors of the
combined company; each company's and the combined company's expected cash position at the closing of the proposed Merger
(including completion of Oruka's private placement) and cash runway of the combined company; the expected contribution and payment
of dividends in connection with the Merger, including the timing thereof; the future operations of the combined company; the nature,
strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates
of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected
timing for data and other clinical results; the combined company having sufficient resources to advance its pipeline candidates; and
other statements that are not historical fact. The words "anticipate," "believe," "contemplate,"
"continue," "could," "estimate," "expect," "intends," "may,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "will," "would" and similar expressions (including the negatives of these terms or variations
of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects.
There can be no assurance that future developments affecting ARCA, Oruka, including the pre-closing private financing, or the Merger
will be those that have been anticipated.
The forward-looking statements contained
in this communication are based on current expectations and beliefs concerning future developments and their potential effects and therefore
subject to other risks and uncertainties. These risks and uncertainties include, but are not limited to, risks associated with the possible
failure to satisfy the conditions to the closing or consummation of the Merger, including ARCA's failure to obtain stockholder
approval for the Merger, risks associated with the potential failure to complete the financing transaction in a timely manner or at all,
risks associated with the uncertainty as to the timing of the consummation of the Merger and the ability of each of ARCA and Oruka to
consummate the transactions contemplated by the Merger, risks associated with ARCA's continued listing on Nasdaq until closing
of the Merger, the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate
the Merger; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger
prior to the closing or consummation of the Merger, risks associated with the possible failure to realize certain anticipated benefits
of the Merger, including with respect to future financial and operating results; the effect of the completion of the Merger on the combined
company's business relationships, operating results and business generally; risks associated with the combined company's
ability to manage expenses and unanticipated spending and costs that could reduce the combined company's cash resources; risks
related to the combined company's ability to correctly estimate its operating expenses and other events; changes in capital resource
requirements; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance its
product candidates or its preclinical programs; the outcome of any legal proceedings that may be instituted against the combined company
or any of its directors or officers related to the Merger Agreement or the transactions contemplated thereby; the ability of the combined
company to obtain, maintain and protect its intellectual property rights, in particular those related to its product candidates; the
combined company's ability to advance the development of its product candidates or preclinical activities under the timelines it
anticipates in planned and future clinical trials; the combined company's ability to replicate in later clinical trials positive
results found in preclinical studies and early-stage clinical trials of its product candidates; the combined company's ability
to realize the anticipated benefits of its research and development programs, strategic partnerships, licensing programs or other collaborations;
regulatory requirements or developments and the combined company's ability to obtain necessary approvals from the U.S. Food and
Drug Administration or other regulatory authorities; changes to clinical trial designs and regulatory pathways; competitive responses
to the Merger and changes in expected or existing competition; unexpected costs, charges or expenses resulting from the Merger; potential
adverse reactions or changes to business relationships resulting from the completion of the Merger; legislative, regulatory, political
and economic developments; and those risks and uncertainties and other factors more fully described in filings with the Securities and
Exchange Commission ("SEC"), including reports filed on Form 10-K, 10-Q and 8-K, in other
filings that ARCA makes and will make with the SEC in connection with the proposed Merger, including the Proxy Statement/Prospectus
described below under "Important Additional Information About the Proposed Transaction Filed with the SEC," and in other
filings made by ARCA with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current
expectations, and with regard to the proposed transaction, are based on ARCA's current expectations, estimates and projections
about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management's
beliefs and certain assumptions made by ARCA, all of which are subject to change. Such forward-looking statements are made as of the
date of this release, and the parties undertake no obligation to update such statements to reflect subsequent events or circumstances,
except as otherwise required by securities and other applicable law.
No Offer or Solicitation
This communication is not intended to and
do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed
transactions (the "Proposed Transactions") between ARCA and Oruka or (ii) 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 pursuant to the Proposed Transactions
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 the Securities Act of 1933, as amended,
or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained,
the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of
the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.