Nuvelo and ARCA biopharma Advance Toward Completion of Merger
02 December 2008 - 12:30AM
PR Newswire (US)
Nuvelo Stockholder Meeting Scheduled for January 7, 2009 SAN
CARLOS, Calif. and BROOMFIELD, Colo., Dec. 1 /PRNewswire-FirstCall/
-- Nuvelo, Inc. (NASDAQ:NUVO) and ARCA biopharma, Inc., a
privately-held biopharmaceutical company developing
genetically-targeted therapies for heart failure and other
cardiovascular diseases, today announced that a special meeting of
Nuvelo's stockholders will take place on Wednesday, January 7 at 9
a.m. PT at Nuvelo's headquarters at 201 Industrial Road, San
Carlos, CA, 94070. The purpose of the special meeting is, among
other matters, to approve the actions necessary to consummate the
merger between the two companies announced on September 25, 2008.
Under the terms of the merger agreement, ARCA will become a wholly
owned subsidiary of Nuvelo. Nuvelo will issue new shares of its
common stock to ARCA common and preferred stockholders and assume
outstanding ARCA options and warrants. When the merger closes, ARCA
equity holders are expected to own or have the right to acquire
approximately 67 percent of the common stock of the combined
company on a fully-diluted basis. Current Nuvelo stockholders are
expected to own approximately 33 percent of the common stock of the
combined company on a fully-diluted basis. The board of directors
of the combined company is expected to have seven representatives
from the current ARCA board, and three representatives from the
current Nuvelo board. The chief executive officer of the combined
company is expected to be Richard B. Brewer, the chief executive
officer of ARCA. After the merger occurs, the name of the combined
company is expected to be changed to ARCA biopharma, Inc. At the
special meeting, the Nuvelo stockholders will be asked to approve
the issuance of Nuvelo common stock to ARCA equity holders, and to
approve amendments to Nuvelo's amended and restated certificate of
incorporation to effect a reverse stock split and to increase the
number of authorized shares of Nuvelo common stock, among other
matters. The board of directors of Nuvelo has fixed November 11,
2008 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the special meeting. About
Nuvelo Nuvelo, Inc. is dedicated to improving the lives of patients
through the discovery, development and commercialization of novel
drugs for acute cardiovascular disease, cancer and other
debilitating medical conditions. Nuvelo's development pipeline
includes NU172, a direct thrombin inhibitor which has completed
Phase 1 development for use as a potential short-acting
anticoagulant during medical or surgical procedures; and NU206, a
Wnt pathway modulator in Phase 1 development for the potential
treatment of chemotherapy/radiation therapy-induced mucositis and
inflammatory bowel disease. In addition, Nuvelo is pursuing
research programs in leukemia and lymphoma therapeutic antibodies
and Wnt signaling pathway therapeutics to further expand its
pipeline and create additional partnering and licensing
opportunities. Information about Nuvelo is available at its website
at http://www.nuvelo.com/ or by phoning 650-517-8000. About ARCA
biopharma ARCA biopharma, Inc. is a privately held company focused
on developing and commercializing genetically targeted therapies
for heart failure and other cardiovascular diseases. The Company's
lead product candidate, Gencaro(TM) (bucindolol hydrochloride), is
an investigational, pharmacologically unique beta-blocker and mild
vasodilator being developed for heart failure and other
indications. ARCA has identified common genetic variations that it
believes predict individual patient response to Gencaro. The New
Drug Application for approval of Gencaro for the indication of
chronic heart failure, including the proposed brand name, is
currently under review by the U.S. Food and Drug Administration.
The companion genetic test for Gencaro is in development by ARCA's
partner, Laboratory Corporation of America. For more information
please visit http://www.arcabiopharma.com/. Forward-looking
statements This press release contains "forward-looking statements"
which include, without limitation, statements regarding the
completion of the proposed merger transaction between Nuvelo, ARCA
and Dawn Acquisition Sub, Inc., the transaction's anticipated
timing, progress and anticipated completion of the combined
company's clinical stage and research programs, which statements
are hereby identified as "forward-looking statements" for purposes
of the safe harbor provided by the Private Securities Litigation
Reform Act of 1995. Such statements are based on the companies'
managements' current expectations and involve risks and
uncertainties. Actual results and performance could differ
materially from those projected in the forward- looking statements
as a result of many factors, including, without limitation, failure
of Nuvelo or ARCA's stockholders to approve the merger, the ability
to complete the transaction contemplated by this communication in a
timely fashion, the risk that Nuvelo's and ARCA's business
operations will not be integrated successfully; the combined
company's inability to further identify, develop and achieve
commercial success for products and technologies; the risk that the
combined company's financial resources will be insufficient to meet
the combined company's business objectives; uncertainties relating
to drug discovery and the regulatory approval process; clinical
development processes; enrollment rates for patients in the
companies' clinical trials; changes in relationships with strategic
partners and dependence upon strategic partners for the performance
of critical activities under collaborative agreements; and the
impact of competitive products and technological changes. These and
other factors are identified and described in more detail in
Nuvelo's filings with the SEC, including without limitation
Nuvelo's quarterly report on Form 10-Q for the quarter ended
September 30, 2008 and subsequent filings. We disclaim any intent
or obligation to update these forward-looking statements.
Additional Information and Where to Find It Nuvelo has filed a
registration statement on Form S-4, and a related proxy
statement/prospectus/consent solicitation, in connection with the
merger. Investors and security holders are urged to read the
registration statement on Form S-4 and the related proxy
statement/prospectus/consent solicitation because they contain
important information about the merger transaction. Investors and
security holders may obtain free copies of these documents and
other documents filed with the SEC at the SEC's website at
http://www.sec.gov/. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by
contacting Nuvelo Investor Relations at the email address: or by
phone at 650-517-8000. In addition to the registration statement
and related proxy statement/prospectus/consent solicitation, Nuvelo
files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports,
statements or other information filed by Nuvelo, Inc. at the SEC
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for more information.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Nuvelo, Inc.'s filings with the SEC are
also available to the public from commercial document-retrieval
services and at SEC's website at http://www.sec.gov/, and from
Investor Relations at Nuvelo as described above. 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
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. Nuvelo, ARCA and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Nuvelo in connection with the
merger transaction. Information regarding the special interests of
these directors and executive officers in the merger transaction
will be included in the proxy statement/prospectus of described
above. Additional information regarding the directors and executive
officers of Nuvelo is also included in Nuvelo's proxy statement for
its 2008 Annual Meeting of Stockholders which was filed with the
SEC on April 23, 2008 and its Annual Report on Form 10-K for the
year ended December 31, 2007, which was filed with the SEC on March
12, 2008. These documents are available as described above.
DATASOURCE: Nuvelo, Inc.; ARCA biopharma, Inc. CONTACT: Danielle
Bertrand of WeissComm Partners, +1-415-946-1056, , for Nuvelo,
Inc.; or Greg Gin of Invigorate Communications, +1-908-376-7737, ,
for ARCA biopharma, Inc. Web site: http://www.nuvelo.com/
http://www.arcabiopharma.com/
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