DANBURY, Conn., Oct, 24, 2016
/PRNewswire/ -- Biodel Inc. (Nasdaq: BIOD) ("Biodel")
announced that its 2016 Annual Meeting of Stockholders ("Annual
Meeting"), scheduled for October 24,
2016, was convened and adjourned, without any business being
conducted, due to lack of the requisite quorum. The Annual Meeting
has been adjourned to 8:30 a.m. local
time on Thursday, October 27, 2016,
at Biodel's corporate headquarters located at 100 Saw Mill Road,
Danbury, Connecticut 06810, to
allow additional time for stockholders to vote on the proposals set
forth in Biodel's definitive proxy statement on Schedule 14A, filed
with the Securities and Exchange Commission on September 19, 2016, including approval of the
matters necessary to complete Biodel's proposed combination with
Albireo Limited pursuant to a previously announced share exchange
agreement. If the proposed transaction with Albireo does not
close, the Biodel board of directors may decide to sell or
otherwise liquidate the various assets of Biodel. If Biodel decides
to dissolve and liquidate its assets, Biodel would be required to
pay all of its debts and contractual obligations, and to set aside
certain reserves for potential future claims, and there can be no
assurances as to the amount or timing of available cash left to
distribute to stockholders after paying the debts and other
obligations of Biodel and setting aside funds for reserves. This
would also result in the loss of significant effort and expense
incurred to date in pursuing the transaction with Albireo.
Gary G. Gemignani, Chief
Financial Officer and Interim Chief Executive Officer of Biodel,
stated, "The votes received to date have been voted overwhelmingly
in favor of the reverse stock split and proposed transaction with
Albireo, which we believe indicates recognition of the benefits of
our opportunity to combine with Albireo. We are concerned, however,
that certain of our stockholders may not realize how important
their individual votes are to the approval of certain proposals
necessary to complete the transaction. We request that all holders
as of the record date vote their proxies as soon as possible. The
Biodel board of directors has approved the proposed transaction,
and we continue to believe the proposed combination will benefit
Biodel stockholders through the ownership of shares in a
biopharmaceutical company with promising clinical assets and
substantial upside opportunity."
YOUR PARTICIPATION IS IMPORTANT - PLEASE VOTE
TODAY!
The Annual Meeting has been called for the following purposes:
(1) to consider and vote upon a proposal to approve the issuance of
shares of Biodel common stock pursuant to the Amended and Restated
Share Exchange Agreement, dated as of July
13, 2016, by and among Biodel, Albireo and Albireo
securityholders ("Proposal No. 1"), (2) to effect a reverse stock
split of Biodel common stock in the ratio of one new share for
every 30 shares outstanding ("Proposal No. 2"), (3) to approve a
new equity incentive plan for use by Albireo Pharma, Inc. from and
after the closing of the proposed transaction ("Proposal No. 3"),
(4) to elect two Class III directors for a term of three years
("Proposal No. 4") and (5) to consider and vote upon an adjournment
of the Annual Meeting, if necessary, to solicit additional proxies
if there are not sufficient votes in favor of any of Proposals No.
1-4 ("Proposal No. 5").
At the time the Annual Meeting was adjourned, proxies have been
submitted by stockholders representing approximately 47.80% of the
outstanding shares of Biodel common stock outstanding and entitled
to vote at the Annual Meeting. Of the proxies received,
approximately 93.23% are in favor of Proposal No. 1, approximately
87.44% are in favor of Proposal No. 2, approximately 91.51% are in
favor of Proposal No. 3 and approximately 87.84% are in favor of
Proposal No. 5. Of the proxies received, approximately 94.13% and
93.12% are in favor of the election of Ira
W. Lieberman and Davey Scoon,
respectively. A significant European retail account has not yet
voted. While Biodel and its authorized participants in the
solicitation of proxies from Biodel stockholders for the Annual
Meeting are using diligent efforts to solicit the proxy of this
account, there can be no assurances that the solicitation will be
successful.
The record date for the Annual Meeting remains September 16, 2016. Stockholders who have
previously submitted their proxy or otherwise voted and who do not
want to change their vote need not take any action. Biodel
stockholders as of the September 16,
2016 record date can vote, even if they have subsequently
sold their shares. Biodel's board of directors and management
respectfully request all such holders as of the record date to
please vote your proxies as soon as possible.
No changes have been made in the proposals to be voted on by
stockholders at the Annual Meeting. BIODEL STRONGLY ADVISES ALL OF
ITS STOCKHOLDERS TO READ THE PROXY STATEMENT AND OTHER PROXY
MATERIALS RELATING TO THE ANNUAL MEETING BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO
CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
WWW.SEC.GOV. In addition, copies of the Proxy Statement and other
documents may be obtained free of charge by accessing Biodel's
website at www.biodel.com or by contacting Biodel's Corporate
Secretary at 203-796-5000 or by mail at Investor Relations, Biodel
Inc., 100 Saw Mill Road, Danbury,
Connecticut 06810. If the number of additional shares voted
is not sufficient to reach a quorum, Biodel intends to adjourn the
Annual Meeting again, which may be costly.
Voting Instructions
All stockholders as of the September 16,
2016 record date can vote, even if they have subsequently
sold their shares, and Biodel encourages stockholders to do so
before October 26, 2016 at
11:59 p.m. Eastern Time. Stockholders
are reminded that their vote is extremely important and are urged
to complete, sign, date and mail the proxy card at their earliest
convenience. Stockholders may also submit a proxy by telephone or
via the Internet by following the instructions printed on the proxy
card.
Please call Morrow Sodali at (800) 662-5200 for voting
assistance.
About Biodel
Biodel Inc. is a specialty biopharmaceutical company. More
information about Biodel is available at www.biodel.com.
Additional Information and Where You Can Find It
Biodel filed a definitive proxy statement with the SEC on
September 19, 2016 in connection with the solicitation of
proxies for its 2016 Annual Meeting of Stockholders and has mailed
the definitive proxy statement and other relevant materials to
Biodel's stockholders. At the 2016 Annual Meeting of Stockholders,
Biodel's stockholders will be asked to approve, among other things,
a proposal for the issuance of Biodel's common stock in the
previously announced proposed transaction with Albireo. BIODEL'S
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN
CONNECTION WITH THE SOLICITATION OF PROXIES FOR BIODEL'S 2016
ANNUAL MEETING OF STOCKHOLDERS AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
BIODEL, ALBIREO AND THE PROPOSED TRANSACTION. These documents and
other documents filed by Biodel can be obtained free of charge from
the SEC's website at www.sec.gov. These documents also can be
obtained free of charge by accessing Biodel's website at
www.biodel.com or by contacting Biodel's Corporate Secretary at
203-796-5000 or by mail at Investor Relations, Biodel Inc., 100 Saw
Mill Road, Danbury, Connecticut
06810.
Participants in Solicitation
Biodel, Albireo, their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitation of proxies from Biodel's stockholders in connection
with Biodel's 2016 Annual Meeting of Stockholders under the rules
of the SEC. Information about these participants, and a description
of their direct and indirect interests, by security holdings or
otherwise, may be found in the definitive proxy statement that
Biodel filed with the SEC on September 19, 2016 relating to
its 2016 Annual Meeting of Stockholders. The definitive proxy
statement was mailed to all stockholders of record as of the record
date set for the 2016 Annual Meeting of Stockholders and can also
be obtained free of charge from the sources indicated above. Other
information regarding participants in the proxy solicitation may be
contained in other relevant materials filed by Biodel with the
SEC.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release that are not historical
facts are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended.
Forward-looking statements are generally identified by the words
"anticipates," "believes," "plans," "expects," "projects,"
"future," "intends," "may," "will," "should," "could," "estimates,"
"predicts," "potential," "continue," "guidance," and similar
expressions. Such statements include, but are not limited to,
statements regarding the anticipated completion of the proposed
transaction with Albireo and the timing and benefits thereof, the
estimated future performance of the combined organization, the
solicitation by Biodel and its authorized participants of proxies
from Biodel stockholders, including the solicitation of a
significant European account, for use at Biodel's 2016 Annual
Meeting of Stockholders, whether the voting trends of the proxies
received from Biodel stockholders to date are indicative of proxies
that may be received prior to the adjourned meeting, the results of
stockholder voting at Biodel's 2016 Annual Meeting of Stockholders,
Biodel's prospects if the transaction does not close, as well as
other statements that are not historical facts.
Although Biodel's management believes that the expectations
reflected in such forward-looking statements are reasonable,
investors are cautioned that forward-looking information and
statements are subject to various risks and uncertainties, many of
which are difficult to predict and generally beyond the control of
Biodel, that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and
uncertainties include, among other things, the failure to obtain
the stockholder approval required for the proposals submitted for
consideration at the 2016 Annual Meeting of Stockholders, including
approval of the matters related to the proposed transaction; the
possibility that Biodel will be forced to adjourn the meeting a
second time; the expected timing and likelihood of completion of
the proposed transaction; Biodel's ability to regain compliance
with Nasdaq listing requirements; the possibility that Biodel may
liquidate its assets if the transaction does not close; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the amended and restated share
exchange agreement; the potential for the proposed transaction to
involve unexpected costs; the risk that the parties may not be able
to satisfy the conditions to the proposed transaction in a timely
manner or at all; risks related to disruption of management time
from ongoing business operations due to the proposed transaction;
the risk that the expected benefits of the proposed combination are
not realized, the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of Biodel's common stock; and other risks associated with executing
business combination transactions, such as the risk that such
integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the proposed transaction
will not be realized, risks related to future opportunities and
plans for the combined organization, including uncertainty of the
expected financial performance and results of the combined
organization following completion of the proposed transaction, and
the possibility that if the combined organization does not achieve
the perceived benefits of the proposed transaction as rapidly or to
the extent anticipated by financial analysts or investors, the
market price of the combined organization's common stock could
decline. These forward-looking statements are based upon Biodel's
and Albireo'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
described more fully in Biodel's filings with the SEC, including
its most recent Annual Report on Form 10-K for the fiscal year
ended September 30, 2015 and the
"Risk Factors" section of Biodel's proxy statement referred to
above, as well as its other subsequent filings with the Securities
and Exchange Commission. All forward-looking statements contained
in this press release speak only as of the date on which they were
made. Biodel undertakes no obligation to update such statements to
reflect events that occur or circumstances that exist after the
date on which they were made.
BIOD-G
CONTACT:
Clayton Robertson
The Trout Group
+1 646-378-2964
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SOURCE Biodel Inc.