NEW YORK, Sept. 19, 2014
/PRNewswire/ -- Xstelos Holdings, Inc. and the members of its
Schedule 13D group (collectively, the "Xstelos Group" or "we") own
approximately 5.0% of the outstanding shares of common stock of
Affymax, Inc. (OTC: AFFY) ("Affymax" or the "Company"). Today, the
Xstelos Group announced its intention to vote its shares against
Affymax's proposed plan of liquidation at the September 23, 2014 Special Meeting of
Shareholders.
The Company's management and Board of Directors (the "Board")
have proposed a plan of liquidation (the "Plan of Liquidation")
whereby, according to Affymax's Definitive Proxy Statement on
Schedule 14A filed on August 18,
2014, the Company's shareholders are estimated to receive
between $0.05 and $0.06 per share.
The Xstelos Group continues to believe that the consideration
shareholders are expected to receive under the Plan of Liquidation
is woefully inadequate. In fact, the shares have not closed below
$0.13 per share following the filing
of the Xstelos Group's Schedule 13D on August 22, 2014 and no lower than $0.16 per share following the filing of Amendment
No. 1 to the Schedule 13D on August 25,
2014, which is nearly triple the amount that shareholders
are expected to receive under the Plan of Liquidation. We
believe this level of trading indicates the market's belief that
the Plan of Liquidation would represent a clearly undervalued
transaction, and is not in the shareholders' best interests. We
share that view.
We believe that prior to proposing a transaction such as the
Plan of Liquidation, the Board and management had a fiduciary
obligation to conduct a complete and extensive evaluation of all
reasonable alternatives. We do not believe that such a
process was conducted. While certain specific options may
have been considered by the Company, we do not believe that a full
and complete process was conducted, nor were all available options
considered. In particular, we were disappointed that we have
received limited responses to our proposals, and in fact received
no substantive response to our formal proposal dated August 25, 2014 (the "Xstelos Proposal").
Pursuant to the Xstelos Proposal, we offered to, among other
things, tender, at $0.10 per share,
for up to 25% of the outstanding shares of the Company, subject to
limitations under Section 382 of the Internal Revenue Code of 1986,
as amended. Under the Xstelos Proposal, the tender price would have
been approximately double the amount estimated by the Company to be
received by shareholders in the Plan of Liquidation.
We believe that the Board, consistent with its fiduciary duties,
is under an obligation to complete a full and thorough review of
all strategic alternatives to the Plan of Liquidation, including
the Xstelos Proposal, in order to maximize value for shareholders.
In the event that the Plan of Liquidation is not approved, we
intend to pursue all options available to enhance shareholder
value, including, among other things, further discussions with
management and the Board regarding the Xstelos Proposal and other
value maximizing transactions, as well as seeking the election of
new director candidates to the Board who are committed to
maximizing shareholder value.
For the foregoing reasons, the Xstelos Group intends to vote its
shares AGAINST the proposal to approve the Plan of
Liquidation.
Contact:
Jonathan M.
Couchman
(212) 729-4962
SOURCE Xstelos Holdings, Inc.
