Reiterates Transaction Represents Best Path
Forward for Aviragen and ALL Stockholders
Aviragen Therapeutics, Inc. (NASDAQ:AVIR) today issued the
following statement urging stockholders to vote
FOR the Company’s proposed merger with Vaxart,
Inc. on the
WHITE proxy card. The voting period
will close at the upcoming Special Meeting of Stockholders on
February 6, 2018.
Aviragen’s Board of Directors and management team conducted a
strictly impartial review process that ensured that no
director or executive had any prior affiliation with
Vaxart, and unanimously concluded that the proposed merger
with Vaxart is in the best interests of the Company and all
Aviragen stockholders.
The Aviragen Board of Directors and executive management team
collectively have over 200 years of experience as either operating
biotechnology executives or biotechnology company Directors. As
such, the Board and management have the requisite experience to
analyze strategic alternatives and recommend the best path forward
for the Company and its stockholders.
The merger with Vaxart has the potential
for significant upside for Aviragen. The transaction
will result in a clinical-stage pharmaceutical company focused on
developing Vaxart’s oral recombinant vaccines and our direct-acting
antivirals, specifically teslexivir, to treat infections that have
limited therapeutic options. We believe Vaxart’s oral tablet
vaccines have the potential to be major products in the worldwide
vaccine market. The company recently completed a successful Phase 2
clinical trial in which its influenza tablet vaccine performed
favorably against the market-leading injectable flu vaccine,
proving that its oral tablet vaccine delivery technology works in
humans. Vaxart’s second program, a novel oral vaccine for
norovirus, has already demonstrated robust immune responses in
human clinical trials.
As we reported in November 2017, we completed the enrollment in
a Phase 2 trial designed to evaluate the safety, tolerability and
efficacy of teslexivir 5 percent gel in patients with condyloma, or
anogenital warts. The Company expects to report top-line data
from this trial next quarter. We are very confident that Vaxart is
fully committed to continuing the future development of teslexivir.
As evidence of their commitment they plan on retaining
Aviragen’s entire clinical team that has been intimately
involved with the design and execution of the Phase 2 trial.
Importantly, the combined company will be led by an experienced
biotechnology drug development management and directorial team.
The Aviragen strategic review process was extensive and
well conducted. The proposed merger with Vaxart is the
result of an exhaustive seven-month public review of strategic
alternatives conducted by Aviragen’s Board. This included the
consideration of 167 biotech companies, including numerous
unsolicited inbound inquiries. Since the merger was announced three
months ago, no other parties have expressed interest in a
transaction with Aviragen. We believe the process objectively
considered all possible rational strategic alternatives available
during that period.
In making its unanimous determination in favor of the Vaxart
transaction, the Board took into account Aviragen’s liquidation
value, which was $22.4 million – or $0.58 per share – as of October
31, 2017. Institutional Shareholder Services (“ISS”), which
overstated the current liquidation value in their initial report,
continues to substantially overestimate Aviragen’s current
liquidation value in a revised report.
ISS’s calculation does not account for Aviragen’s significant cash
burn of approximately $8 million between October 31 and June 30,
2018 – the earliest date at which it could consider liquidating the
Company – that is the result of the costs of the Company’s ongoing
clinical trial and the pending proxy contest with the CAS Group,
which is led by Digirad. This is before taking into account the
costs associated with conducting yet another strategic alternatives
process, which has been an option proposed by the dissident CAS
Group.
Aviragen encourages its stockholders to support the
merger and not risk putting their investment in the hands of the
CAS Group. Together, the members comprising the CAS Group
have a history of underperformance, with essentially no stock price
growth at Digirad in the six years since they took over the
company, no alternative plans for growing Aviragen other than to
conduct another vaguely-described alternatives process, a proposed
Board slate made up of Wall Street financial people, with no
experience in the biotechnology industry to evaluate the Company’s
assets, and a leader – Digirad’s chairman – found to have violated
securities law.
By approving the Vaxart transaction, Aviragen stockholders would
place their investment in the hands of Vaxart’s veteran management
team and proven Board of Directors. Each member of the combined
company’s Board and management team has a proven track record in
all key aspects of the biopharmaceuticals industry.
Accordingly, Aviragen’s Board and management unanimously
recommend that Aviragen stockholders vote FOR on
the WHITE PROXY CARD at the upcoming Special
Meeting of Stockholders on February 6, 2018.
EACH VOTE IS IMPORTANT – PLEASE VOTE FOR
THE PROPOSED MERGER WITH VAXART TODAYEACH VOTE IS
IMPORTANT
The Aviragen Board of Directors unanimously recommends that
stockholders vote FOR the proposed merger. Each
vote is extremely important, no matter how many or how few shares
are owned. The affirmative vote of the holders of a majority of the
shares of Aviragen common stock properly cast at the Aviragen
Special Meeting, presuming a quorum is present, is required to
approve the proposed merger. Aviragen shareholders of record at the
close of business on January 2, 2018 are entitled to vote at the
Special Meeting. Please take a moment to vote FOR
the proposals necessary to approve the proposed merger today – by
telephone, by Internet or by signing, dating and returning the
proxy card received with the proxy statement.
If you have any questions or need assistance voting your shares,
please contact the Company’s proxy solicitor, D.F. King & Co.,
Inc., toll-free at (800) 967-5074.
About Aviragen Therapeutics
Aviragen Therapeutics is focused on the discovery and
development of the next generation of direct-acting antivirals to
treat infections that have limited therapeutic options and affect a
significant number of patients globally. It has three Phase 2
clinical stage compounds: BTA074 (teslexivir), an antiviral
treatment for condyloma caused by human papillomavirus types 6 and
11; vapendavir, a capsid inhibitor for the prevention or treatment
of rhinovirus upper respiratory infections; and BTA585
(enzaplatovir), a fusion protein inhibitor in development for the
treatment of respiratory syncytial virus infections. Aviragen also
receives royalties from marketed influenza products, Relenza® and
Inavir®. For additional information, please visit
www.aviragentherapeutics.com.
Aviragen Therapeutics® is a registered trademark. Relenza® is a
registered trademark of GlaxoSmithKline Pharmaceuticals, Ltd., and
Inavir® is a registered trademark of Daiichi Sankyo Company,
Ltd.
Forward Looking Statements
This press release contains forward-looking statements about
Aviragen Therapeutics, Inc. and Vaxart Inc., and their respective
businesses, business prospects, strategy and plans, including but
not limited to statements regarding anticipated preclinical and
clinical drug development activities, timelines and market
opportunities; the combined company being well-funded to advance
its programs; the potential of Vaxart’s flu vaccine to produce
better efficacy and in a timely manner; and the combined company’s
ability to accelerate development of Vaxart’s vaccine candidates
and generate near and long term value for stockholders. All
statements other than statements of historical facts included in
this press release are forward looking statements. The words
“anticipates,” “may,” “can,” “plans,” “believes,” “estimates,”
“expects,” “projects,” “intends,” “likely,” “will,” “should,” “to
be,” and any similar expressions or other words of similar meaning
are intended to identify those assertions as forward looking
statements. These forward looking statements involve
substantial risks and uncertainties that could cause actual results
to differ materially from those anticipated, including, without
limitation: the risk that the conditions to the closing of the
merger are not satisfied, the failure to timely or at all obtain
stockholder approval for the merger; uncertainties as to the timing
of the consummation of the merger and the ability of each of
Aviragen and Vaxart to consummate the merger; risks related to
Aviragen’s ability to correctly estimate its operating expenses and
its expenses associated with the merger; risks related to the
market price of Aviragen’s common stock relative to the exchange
ratio; the ability of Aviragen or Vaxart to protect their
respective intellectual property rights; competitive responses to
the merger; unexpected costs, charges or expenses resulting from
the merger; and potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
merger. The vaccine candidates that Vaxart develops may not
progress through clinical development or receive required
regulatory approvals within expected timelines or at all. In
addition, future clinical trials may not confirm any safety,
potency or other product characteristics described or assumed in
this press release and such vaccine candidates may not successfully
commercialized. Additional factors that may cause actual
results to differ materially from such forward looking statements
include those identified under the caption “Risk Factors” in the
documents filed by Aviragen with the Securities and Exchange
Commission from time to time, including its Proxy/Prospectus on
Form S-4, Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K. You are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. Except to the
extent required by applicable law or regulation, neither Aviragen
nor Vaxart undertakes any obligation to update the forward-looking
statements included in this press release to reflect subsequent
events or circumstances.
Additional Information About the Merger and Where to
Find It
In connection with the proposed strategic merger, Aviragen and
Vaxart have filed relevant materials with the Securities and
Exchange Commission, or the SEC, including a registration statement
on Form S-4, as amended, that contains a prospectus and a joint
proxy statement. Investors may obtain the proxy
statement/prospectus, as well as other filings containing important
information about Aviragen, Vaxart and the merger, free of charge
at the SEC’s web site (www.sec.gov). In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by Aviragen by directing a written request to: Aviragen
Therapeutics, Inc. 2500 Northwinds Parkway, Suite 100, Alpharetta,
GA 30009, Attention: Corporate Secretary or delivered via email to
investors@aviragentherapeutics.com. Investors and security holders
are urged to read the proxy statement/prospectus and the other
relevant materials before making any voting or investment decision
with respect to the 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
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 Aviragen and
Vaxart and their respective directors and officers and certain of
their other members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders
of Aviragen in connection with the proposed transaction.
Information regarding the special interests of these directors and
executive officers in the merger are included in the proxy
statement/prospectus referred to above. Additional information
regarding the directors and executive officers of Aviragen is also
included in Aviragen’s Annual Report on Forms 10-K for the year
ended June 30, 2017, filed with the SEC on September 1, 2017, and
the Form 10-K/A filed with the SEC on October 20, 2017. These
documents are available free of charge from the sources indicated
above.
Contacts Mark ColonneseExecutive Vice President
and Chief Financial OfficerAviragen Therapeutics, Inc.(678)
221-3381
mcolonnese@aviragentherapeutics.com
Beth DelGiaccoStern Investor Relations, Inc.(212)
362-1200beth@sternir.com
Kristian KleinD.F. King & Co., Inc.(212) 232-2247
Winnie Lerner / Nick LeasureFinsbury(646) 805-2855
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