AVANIR's Board of Directors Approves the Implementation of a One-for-Four Reverse Stock Split
06 January 2006 - 11:30PM
Business Wire
AVANIR Pharmaceuticals (AMEX: AVN) announced today that its Board
of Directors has approved the implementation of a one-for-four
reverse split of the company's common stock. The reverse split was
previously approved by the company's shareholders at the company's
annual shareholder meeting held on March 17, 2005. AVANIR's common
stock will begin trading on a split-adjusted basis when the market
opens on January 18, 2006. "AVANIR has twice sought and obtained
shareholder authorization to implement a reverse stock split,"
stated Eric Brandt AVANIR President and Chief Executive Officer.
"During the past year, AVANIR has worked to transform itself from a
research and development company into an integrated pharmaceutical
company, with the prospects of product sales, assuming our drug
candidate, Neurodex(TM) is approved by the FDA for marketing.
Having reached the company's current stage of development with our
pending new drug application for Neurodex, and in preparation for
the business events of 2006 (further advancement of the pipeline
and potential launch of Neurodex), we decided to implement the
reverse split at this time to reduce our total outstanding shares
to a level believed to be more appropriate for a company AVANIR's
size." AVANIR had 122.3 million shares of common stock issued and
outstanding at the end of trading on January 5, 2006, the date the
Board approved the reverse split. When the market opens on January
18, 2006, there will be approximately 30.6 million shares issued
and outstanding, assuming that no warrants or options are exercised
in the interim. AVANIR will not issue fractional shares of common
stock in connection with the reverse split. Rather, shareholders
will receive a cash payment equal to the value of the fractional
shares that they otherwise would have received. Additional
information about the reverse stock split is available in AVANIR's
definitive proxy statement filed with the Securities and Exchange
Commission on January 28, 2005. The reverse split is intended to
broaden AVANIR's investor base. Because some growth-orientated
institutional investors have minimum price and float requirements
for their investments, a higher stock price, while maintaining a
float in excess of 30 million shares, may encourage greater levels
of long-term institutional stock ownership. This potential increase
in investor interest may improve the marketability of our common
stock to a broader range of investors. The reverse split impacts
not only those shares that are currently outstanding, but also it
affects all outstanding stock options, including those held by the
directors, officers and employees of the Company. Additionally, the
reverse split affects the total shares issuable in the future under
the Company's stock option plans and all outstanding warrants.
Following the reverse split, the number of shares that may be
acquired upon the exercise of outstanding stock options and
warrants will be decreased to one-fourth the pre-split number and
the exercise price under these options and warrants will increase
to four times the pre-split price. Further, the size of the
Company's stock option plans will be reduced proportionately. In
light of AVANIR's decision to implement the reverse split at this
time, the Company will remove from consideration at the 2006 annual
meeting a proposed extension of the Board's authority to implement
a reverse split in the coming year. AVANIR Pharmaceuticals is
focused on developing and commercializing novel therapeutic
products for the treatment of chronic diseases. AVANIR's product
candidates address therapeutic markets that include central nervous
system and cardiovascular disorders, inflammation, and infectious
diseases. AVANIR previously announced positive results in the
second of two required Phase III clinical trials of Neurodex(TM),
an investigational new drug for the treatment of pseudobulbar
affect. Additionally, AVANIR has initiated a new Phase III clinical
trial for Neurodex as a potential treatment in patients with
diabetic neuropathic pain. AVANIR has active collaborations with
two international pharmaceutical companies: Novartis International
Pharmaceutical Ltd. for the treatment of inflammatory disease and
AstraZeneca for the treatment of cardiovascular disease. The
Company's first commercialized product, Abreva(R), is marketed in
North America by GlaxoSmithKline Consumer Healthcare and is the
leading over-the-counter product for the treatment of cold sores.
Further information about AVANIR can be found at www.avanir.com.
Except for the historical information presented herein, matters
discussed in this press release contain forward-looking statements
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 that are preceded by, followed by, or that include such
words as "estimate," "anticipate," "believe," "plan" or "expect" or
similar statements are forward-looking statements. Risks and
uncertainties for Avanir Pharmaceuticals include risks associated
with the reverse stock split, the regulatory approval of Neurodex
and the successful commercialization of Neurodex, if approved by
the FDA, as well as risks described in Avanir's most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q and from
time-to-time in other publicly available information regarding the
company. Risks relating to the reverse stock split are set forth in
these filings and in the Company's definitive proxy statement on
Schedule 14A, filed with the SEC on January 28, 2005. Copies of
such information are available from Avanir upon request. Such
publicly available information sets forth many risks and
uncertainties related to Avanir's business and technology. Our RCT
research program is in the early stages of development and competes
with other research approaches and compounds under development by
large pharmaceutical and biotechnology companies. Preclinical
research findings are not always supportable by evidence obtained
from clinical trials. Final review decisions made by the FDA and
other regulatory agencies concerning clinical trial results are
unpredictable and outside the influence and/or control of the
Company. The company disclaims any intent or obligations to update
these forward-looking statements.
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