Cerulean Pharma Inc. (NASDAQ:CERU) and Daré Bioscience, Inc.
today announced that Daré Founder and CEO Sabrina Martucci Johnson
mailed the following letter to Cerulean stockholders of record at
the close of business on June 9, 2017 outlining the Daré value
proposition and requesting they vote FOR all of the
management proposals at the upcoming special meeting of
stockholders to be held on July 19, 2017:
Dear Cerulean Stockholder,
As the founder and CEO of Daré Bioscience,
Inc. (“Daré”), I am excited by the prospect of Daré combining with
Cerulean Pharma Inc. (“Cerulean”). Daré is a healthcare company
committed to the development and commercialization of innovative
products in women’s health. We believe a segment of this market is
underserved, which gives us an opportunity to create value for
stockholders.
The problem isn’t a lack of early
innovation. The global donor community of foundations and
governments has invested in early research to expand options,
improve outcomes and advance global women’s health. Yet, promising
candidates often fail to advance.
The problem isn’t commercialization.
Pharmaceutical companies with established sales and marketing
franchises in women’s health exist; however, many of these
companies prefer to get involved in later stages of development,
e.g., in pivotal trials or following an application for regulatory
approval.
The problem is the gap in mid-stage
development. We believe there is a gap between early innovation
and commercialization in women’s health that creates an opportunity
for Daré.
Our business model is to fill the gap.
We intend to license the rights to novel product candidates (some
of which have existing clinical data), advance their clinical
development and, if successful, create a comprehensive global
commercialization strategy in combination with established
pharmaceutical partners.
Our product candidate, Ovaprene®,
illustrates our business model. We intend to continue the
clinical development of Ovaprene, which has completed a pilot
postcoital test clinical trial with results published in the
Journal of Reproductive Medicine in 2009. If the Cerulean
stockholders approve the transactions proposed in the definitive
proxy statement, Daré intends to commence a PCT clinical trial of
Ovaprene® with CONRAD, a non-profit organization that oversaw
the successful development and FDA approval of the
Caya® diaphragm, the most recently approved barrier
contraceptive device in combination with a locally-acting
spermiostatic agent.
In connection with the proposed
combination of Daré and Cerulean, Cerulean has filed with the SEC a
definitive proxy statement that describes the combination in
detail. Stockholders may obtain a copy of the definitive proxy
statement without charge at the SEC’s website
(http://www.sec.gov) or from Cerulean’s proxy
solicitor. Before making any voting decision, I urge you to read
the definitive proxy statement filed with the SEC June 19, 2017 and
any other documents that may be filed with the SEC regarding the
special meeting and the proposed transactions in their entirety
because they contain or will contain important information about
the proposed transaction, the combined business and Ovaprene. In
addition, you are strongly encouraged to read the description of
the transaction with Novartis starting on page 102 of the
definitive proxy statement, as the cash from the sale of those
assets will be an important source of funding for the operations of
the combined company.
If Cerulean stockholders approve the
transactions in the proxy, the management of Daré looks forward to
having the opportunity to work on your behalf.
If you have any questions regarding the
proposed transactions, or to obtain a copy of the definitive proxy
statement free of charge, please contact Cerulean’s proxy
solicitor, Morrow Sodali, at 1-800-662-5200.
Sincerely,
Sabrina Martucci JohnsonFounder and CEODaré
Bioscience, Inc.
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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version on businesswire.com: http://www.businesswire.com/news/home/20170705005240/en/
For Cerulean Pharma
Inc.Morrow Sodali,
203-658-9400Cerulean.info@morrowsodali.comorFor Daré Bioscience, Inc.Sabrina Martucci
Johnson, 858-769-9145innovations@darebioscience.com
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