SAN DIEGO, April 11, 2017 /PRNewswire/ -- Mast
Therapeutics, Inc. (NYSE MKT: MSTX) announced today that
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis
& Co., LLC (Glass Lewis) have both recommended that Mast
stockholders vote "FOR" the proposed merger with Savara Inc. and
the related proposals in the Company's proxy
statement/prospectus/information statement for the special meeting
of its stockholders to be held on April 21,
2017 at 9:00 a.m. Pacific
Time.
ISS and Glass Lewis are widely recognized as leading independent
voting and corporate governance advisory firms. Their
analysis and recommendations are relied on by many major
institutional investment firms, mutual funds and fiduciaries
throughout North America.
In its report, ISS stated, among other things, that1:
"Support FOR the merger proposal is warranted given the positive
market reaction to the deal, the strategic rationale, and the
opportunity for shareholders to participate in any upside in the
combined company's operations."
Additionally, Glass Lewis concluded that the transaction is
structured in a manner that is fair and reasonable to existing Mast
stockholders and that Mast stockholders may reasonably approve the
proposed merger.
Commenting on the proxy advisors' reports, Brian M. Culley, Chief Executive Officer of
Mast, stated: "The ISS and Glass Lewis recommendations are
consistent with our view that the merger with Savara provides Mast
stockholders with an attractive opportunity to obtain value
appreciation from a diversified pipeline with important forthcoming
milestones."
The merger has been unanimously approved by the boards of
directors of both companies and Mast urges its stockholders to vote
"FOR" the merger and the other proposals set forth in the
proxy statement/prospectus/ information statement dated
March 15, 2017, a copy of which has
been provided to Mast stockholders of record as of March 13, 2017. Not voting is the same
as voting "AGAINST" the transaction.
Mast stockholders should note that the merger proposal (Proposal
1), the reverse stock split proposal (Proposal 2) and the name
change proposal (Proposal 3) must all be approved for the merger to
be completed. If any of those proposals is not approved,
the merger will not go forward. In addition, Proposals 2
and 3 must be approved by a majority of Mast's outstanding common
stock as of the record date, so every vote in favor of these
proposals is extremely important no matter how many or how few
shares you own. Ownership of Mast shares is widely dispersed, and
it is therefore important to have as many of the Mast stockholders
as possible vote regardless of the number of shares owned.
THE MERGER WILL NOT GO FORWARD
UNLESS
THE MERGER, REVERSE STOCK SPLIT AND NAME
CHANGE PROPOSALS
ARE ALL APPROVED.
MAST STOCKHOLDERS – PLEASE VOTE
TODAY!
Failure to vote or an abstention from voting will have the same
effect as a vote "AGAINST" the merger and related proposals.
All stockholders are asked to vote "FOR" all proposals as
soon as possible.
If you are a Mast stockholder and you have questions or require
assistance in submitting your proxy or voting your shares, please
contact Mast's proxy solicitor:
ADVANTAGE PROXY, INC.
Toll
Free: 1-877-870-8565
Collect:
1-206-870-8565
Email:
ksmith@advantageproxy.com
About Mast Therapeutics
Mast Therapeutics, Inc. is a
publicly traded biopharmaceutical company headquartered in
San Diego, California. Mast's lead
product candidate, AIR001, is a sodium nitrite solution for
intermittent inhalation via nebulization in Phase 2 clinical
development for the treatment of heart failure with preserved
ejection fraction (HFpEF). More information can be found on
Mast's web site at www.masttherapeutics.com. Mast
Therapeutics™ and the corporate logo are trademarks of Mast
Therapeutics, Inc.
About Savara
Savara Inc. is a clinical-stage
specialty pharmaceutical company focused on the development and
commercialization of novel therapies for the treatment of serious
or life-threatening rare respiratory diseases. Savara's pipeline
comprises AeroVanc, a Phase 3 ready inhaled vancomycin, and
Molgradex, a Phase 2/3 stage inhaled granulocyte-macrophage
colony-stimulating factor, or GM-CSF. Savara's strategy involves
expanding its pipeline of best-in-class products through indication
expansion, strategic development partnerships and product
acquisitions, with the goal of becoming a leading company in its
field. Savara's management team has significant experience in
orphan drug development and pulmonary medicine, in identifying
unmet needs, creating and acquiring new product candidates, and
effectively advancing them to approvals and commercialization. More
information can be found at www.savarapharma.com.
Additional Information about the Proposed Merger and Where to
Find It
In connection with the proposed merger, Mast
Therapeutics has filed relevant materials with the Securities and
Exchange Commission, or the SEC, including a registration statement
on Form S-4 that contains a proxy statement, prospectus and
information statement. The registration statement was declared
effective by the SEC on March 15, 2017. The proxy
statement/prospectus/information statement and other relevant
materials, and any other documents filed by Mast with the SEC, may
be obtained free of charge at the SEC web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Mast by directing a written
request to: Mast Therapeutics, Inc. 3611 Valley Centre Drive, Suite
500, San Diego, California 92130,
Attn: Investor Relations. Investors and security holders of Mast
and Savara are urged to read the proxy
statement/prospectus/information statement and other relevant
materials before making any voting or investment decision with
respect to the proposed merger.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in connection with the proposed merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Mast and its
directors and executive officers and Savara and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Mast and Savara in
connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the
proposed merger is included in the proxy
statement/prospectus/information statement referred to above.
Additional information regarding the directors and executive
officers of Mast is also included in Mast's Annual Report on Form
10-K for the year ended December 31,
2016, which was filed with the SEC on March 6, 2017. These documents are available free
of charge at the SEC web site (www.sec.gov) and from Investor
Relations at Mast at the address described above.
Forward Looking Statements
Mast and Savara caution you
that statements in this press release that are not a description of
historical fact are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
referencing future events or circumstances such as "expect,"
"intend," "plan," "anticipate," "believe," and "will," among
others. Such statements include, but are not limited to, statements
regarding the structure, timing and completion of the proposed
merger; expectations regarding listing and trading of Mast's common
stock on the NYSE MKT and of the combined organization's common
stock on the Nasdaq Capital Market; the capitalization, resources,
ownership structure of the combined organization; the nature,
strategy and focus of the combined organization; the safety,
efficacy and projected development timeline and commercial
potential of any product candidates; the executive officer and
board structure of the combined organization; and the expectations
regarding voting by Mast stockholders. Mast and/or Savara may not
actually achieve the proposed merger, or any plans or product
development goals in a timely manner, if at all, or otherwise carry
out the intentions or meet the expectations or projections
disclosed in the forward-looking statements, and you should not
place undue reliance on these forward-looking statements. Because
such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by
such forward-looking statements. These forward-looking statements
are based upon Mast's and Savara's current expectations and involve
assumptions that may never materialize or may prove to be
incorrect. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties, which
include, without limitation, risks and uncertainties associated
with stockholder approval of and the ability to consummate the
proposed merger through the process being conducted by Mast and
Savara, the ability to project future cash utilization and reserves
needed for contingent future liabilities and business operations,
the availability of sufficient resources for combined company
operations and to conduct or continue planned clinical development
programs, the timing and ability of Mast or Savara to raise
additional equity capital to fund continued operations; the ability
to successfully develop any of Mast's and/or Savara's product
candidates, and the risks associated with the process of
developing, obtaining regulatory approval for and commercializing
drug candidates that are safe and effective for use as human
therapeutics. Risks and uncertainties facing Mast, Savara and the
combined organization and risks related to the proposed merger are
described more fully in the proxy statement/prospectus/information
statement referred to above. You are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the
date on which they were made. Neither Mast nor Savara undertakes
any obligation to update such statements to reflect events that
occur or circumstances that exist after the date on which they were
made, except as may be required by law.
1 Permission to use quotation neither sought nor
obtained.
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SOURCE Mast Therapeutics, Inc.
