Filed by Avalon Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Avalon Pharmaceuticals, Inc
Commission File No.: 001-32629
FOR IMMEDIATE RELEASE
Contacts:
Avalon Pharmaceuticals, Inc.
C. Eric Winzer
Executive Vice President &
Chief Financial Officer
Tel: (301) 556-9900
Fax: (301) 556-9910
Email:
info@avalonrx.com
AVALON PHARMACEUTICALS ANNOUNCES SPECIAL MEETING DATE
GERMANTOWN, MDApril 28, 2009 Avalon Pharmaceuticals, Inc. (Nasdaq: AVRX), today announced that
it has scheduled a special meeting of stockholders for Thursday, May 28, 2009, to consider and vote
upon a proposal to adopt an agreement and plan of merger and reorganization, dated as of October
27, 2008, as amended, which provides for the acquisition of Avalon by Clinical Data, Inc (Nasdaq:
CLDA). The proposed acquisition of Avalon by Clinical Data was previously announced on October 28,
2008.
Avalon stockholders of record at the close of business on April 13, 2009, will be entitled to
notice of the special meeting and to vote on the proposal. The special meeting will begin at 10:00
a.m., local time, at Avalons offices located at 20358 Seneca Meadows Parkway, Germantown, Maryland
20876. Avalon expects to mail the joint definitive proxy statement/prospectus for the special
meeting to its stockholders on or about April 28, 2009.
Avalon expects that the transaction will close as soon as possible following the special meeting of
stockholders, subject to the adoption of the agreement by Avalon stockholders, as well as the
fulfillment of customary closing conditions.
About Avalon Pharmaceuticals
Avalon is a biopharmaceutical company focused on the discovery, development and commercialization
of first-in-class cancer therapeutics.
Important Information for Investors and Stockholders
As previously announced, on October 27, 2008 Avalon, Clinical Data, Inc. and API Acquisition Sub
II, LLC, a Delaware corporation and an indirect wholly-owned subsidiary of Clinical Data, entered
into a definitive Agreement and Plan of Merger and Reorganization for the acquisition of Avalon by
Clinical Data. Avalon and Clinical Data have filed a joint definitive proxy statement/prospectus
with the Securities and Exchange Commission (SEC) in connection with the proposed mer
ger.
The
joint definitive proxy statement/ prospectus is expected to be mailed to Avalon stockholders on or
about April 28, 2009. Investors and stockholders are urged to read the joint definitive proxy statement/prospectus because it contains
important information about the proposed merger.
Investors and stockholders are able to obtain the joint definitive proxy statement/prospectus and
other documents filed with the SEC free of charge at the website maintained by the SEC at
www.sec.gov. In addition, documents filed with the SEC by Avalon are available free of charge on
the portion of the Avalon website titled Investors at www.avalonrx.com. Documents filed with the
SEC by Clinical Data are available free of charge on the portion of the Clinical Data website
titled Investors at www.clda.com.
Clinical Data, Avalon and their directors and executive officers may be deemed to be participants
in the solicitation of proxies from Avalon stockholders. Information regarding Clinical Datas
participants is available in Clinical Datas Annual Report on
Form 10-K
for the year ended March
31, 2008 and its proxy statement for its 2008 Annual Meeting of stockholders, which are filed with
the SEC. Information regarding Avalons participants is available in Avalons Annual Report on Form
10-K for the year ended December 31, 2008, which is filed with the SEC. Additional information
regarding interests of such participants is included in the joint definitive proxy
statement/prospectus filed with the SEC. You can obtain free copies of these documents from
Clinical Data and Avalon as indicated above.
Forward Looking Statements
This announcement may contain forward-looking statements that involve risks and uncertainties. Such
statements are based on certain assumptions and actual results could differ materially from those
currently anticipated as a result of a number of factors, risks and uncertainties. The information
in this Release should be read in conjunction with the Risk Factors set forth in our 2008 Annual
Report on
Form 10-K
and updates contained in subsequent filings Avalon makes with the SEC.
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