Cerulean Pharma Inc. (NASDAQ:CERU) today urged stockholders of
record at the close of business on June 9, 2017 to vote FOR
all of the proposals at the upcoming special meeting of
stockholders to be held on July 19, 2017.
Each of the proposals is an important element of Cerulean’s
plan to maximize stockholder value. On February 1, 2017, Cerulean
announced its board of directors had initiated a review of
strategic alternatives which could result in changes to its
business strategy and future operations. As a result of this
strategic review, Cerulean entered into the BlueLink Asset Purchase
Agreement, the Novartis Asset Purchase Agreement, and the Daré
Stock Purchase Agreement. Cerulean is holding this special meeting
of its stockholders in order to obtain the stockholder approvals
necessary to complete the Novartis Transaction, the Daré
Transaction, and related matters.
Daré Bioscience, Inc. is a healthcare company committed to the
development and commercialization of innovative products in women’s
reproductive health. On March 19, 2017, Cerulean Pharma Inc. and
Daré, together with the holders of capital stock and securities
convertible into capital stock of Daré, entered into a definitive
stock purchase agreement pursuant to which Cerulean would purchase
all of the issued and outstanding capital stock of Daré (including
any capital stock issuable upon conversion of the convertible
securities) in exchange for the issuance of shares of Cerulean
common stock. If the Daré Transaction is consummated, then under
the terms of the agreement, Cerulean stockholders will hold between
30% and 49% of the combined company at closing, depending on the
amount of cash each of Cerulean and Daré have at closing. If both
the Daré Transaction and the Novartis Transaction are approved and
completed, Cerulean estimates it will have sufficient cash to
maximize the ownership percentage of Cerulean stockholders at 49%
of the combined company on a fully-diluted basis.
The combined company would focus on the development and
commercialization of products for women’s reproductive health,
including Daré’s product candidate, Ovaprene®. Ovaprene is a
clinical stage, non-hormonal contraceptive ring for monthly use
that potentially addresses an unmet need in the $19 billion global
contraception market. Since the approval of the birth control pill
by the FDA in 1960, most innovation has focused on the use of
hormones in contraception. Ovaprene is a non-hormonal intravaginal
ring intended to provide protection over multiple weeks and require
no intervention at the time of intercourse. The only contraceptive
ring on the market is a hormonal contraceptive ring, NuvaRing®,
with 2016 sales of $777 million.
The combined company will operate under the name Daré
Bioscience, Inc. Officers of the combined company will include
Sabrina Martucci Johnson, Chief Executive Officer, and Lisa
Walters-Hoffert, Chief Financial Officer. Upon the close of the
proposed transaction, the board of directors of the combined
company will consist of William H. Rastetter, Susan L. Kelley,
Roger L. Hawley, Robin J. Steele and Sabrina Martucci Johnson.
The Cerulean Board unanimously recommends stockholders vote
“FOR” all of the following proposals to be considered at the
special meeting:
- To approve the sale of Cerulean’s
Dynamic Tumor Targeting™ Platform technology pursuant to the terms
of the Novartis Asset Purchase Agreement;
- To approve the issuance of shares of
Cerulean common stock pursuant to the terms of the Daré Stock
Purchase Agreement;
- To approve and adopt an amendment to
Cerulean’s Restated Certificate of Incorporation to effect a
reverse stock split of Cerulean common stock, at a ratio ranging
from 1-for-10 to 1-for-20, as determined by the Cerulean Board;
and,
- To adjourn the special meeting to
solicit additional votes to approve the Novartis Asset Sale
Proposal, the Daré Share Issuance Proposal or the Reverse Stock
Split Proposal, if necessary.
The full agenda for the special meeting is detailed in
Cerulean’s definitive proxy statement, which has been filed with
the Securities and Exchange Commission and mailed to all Cerulean
stockholders of record as of June 9, 2017, the record date for the
special meeting of Cerulean’s stockholders to approve the above
proposals. Before making any voting decision, Cerulean stockholders
are urged to read the definitive proxy statement and any other
documents that may be filed with the Securities and Exchange
Commission regarding the special meeting in their entirety because
they contain or will contain important information about the above
proposals.
How to Vote
If you are a stockholder of record, you can vote your shares in
one of two ways: either by proxy or in person at the special
meeting. If you chose to submit a proxy, you may do so by
telephone, via the internet or by mail. If you hold shares of
Cerulean common stock in multiple accounts, you should vote your
shares as described in each set of proxy materials you receive.
Cerulean recommends stockholders vote electronically or by
phone. Please have your proxy card with you while voting.
You may transmit your proxy voting instructions via the Internet
by accessing www.proxyvote.com and following the
instructions. You may also transmit your proxy voting instructions
by calling the telephone number specified on the proxy card. If you
chose to vote via the Internet or phone, you do not have to return
the proxy card.
For stockholders who still need assistance voting their shares,
or have questions regarding the special meeting, please contact
Cerulean’s proxy solicitation firm, Morrow Sodali, LLC either by
telephone: (800) 662-5200 or email:
cerulean.info@morrowsodali.com.
About Cerulean Pharma
Cerulean is a company previously focused on applying the Dynamic
Tumor Targeting™ Platform to create nanoparticle-drug conjugates
(NDCs) designed to selectively attack tumor cells, reduce toxicity
by sparing the body's normal cells, and enable therapeutic
combinations.
For more information on the company, please visit
www.ceruleanrx.com.
About Daré Bioscience
Daré Bioscience is a healthcare company committed to the
development and commercialization of innovative products in women’s
reproductive health. Daré believes there is an unmet need in the
United States, in other developed countries, and in developing
countries, for innovative product candidates that expand options,
improve outcomes and are easy to use. Product development in
women’s reproductive health is fragmented creating a potential
opportunity for Daré. Daré’s goal is to fill the gap by taking
products from innovation through development and believes its
management team is well-suited to ensure Daré’s current and
potential future product candidates and products advance and one
day become commercially available. Daré’s founders, including its
executive management team, bring experience in global women’s
healthcare as well as success in prior ventures in funding,
achieving regulatory approvals, partnering, and launching a number
of products, including devices, therapeutics and diagnostics.
For more information on Daré, please visit
www.darebioscience.com.
Cautionary Note on Forward Looking Statements
This press release contains “forward-looking statements”
regarding matters that are not historical facts, including
statements relating to the expected timing and consummation of the
transaction between Cerulean and Novartis and between Cerulean,
Daré, and the stockholders of Daré, approval of the Novartis
Transaction and Daré Transaction by Cerulean’s stockholders, the
ability of the parties to satisfy other closing conditions of the
proposed transactions, Daré’s expectations regarding the timing and
availability of results from its clinical trials, the timing of
commencement of manufacturing its products, and the safety and
effectiveness of its products. Because such statements are subject
to risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements.
Words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "hypothesize," "intend," "may," "plan,"
"potential," "predict," "project," "should," "target," "would," and
similar expressions, constitute forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those indicated by
such forward-looking statements as a result of various important
factors, including: whether Cerulean’s cash resources will be
sufficient to fund the operations of Daré it will undertake
following the closing; the uncertainties inherent in the initiation
and completion of clinical trials; availability and timing of data
from ongoing and future clinical trials and the results of such
trials; whether preliminary results from a clinical trial will be
predictive of the final results of that trial or whether results of
early clinical trials will be indicative of the results of later
clinical trials; whether the company will maintain its NASDAQ
listing, expectations for regulatory approvals; and other factors
discussed in the "Risk Factors" section of Cerulean’s Quarterly
Report on Form 10-Q filed with the SEC on May 12, 2017, and in
other filings that Cerulean makes with the SEC. In addition, any
forward-looking statements included in this press release represent
our views only as of the date of this release and should not be
relied upon as representing our views as of any subsequent date.
Cerulean specifically disclaims any obligation to update any
forward-looking statements included in this press release.
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For Cerulean Pharma
Inc.Morrow Sodali,
203-658-9400Cerulean.info@morrowsodali.com
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