Galena Biopharma Reminds Shareholders to Vote Ahead of Special Meeting on December 15, 2017
December 08 2017 - 2:50PM
Galena Biopharma, Inc. (NASDAQ: GALE) would like to remind
stockholders to vote their respective shares and support the
business combination transaction with SELLAS Life Sciences Group
Ltd. To assist stockholders, Galena has published a
presentation on its website to provide an overview of the
transaction and the proposals. The presentation can be
accessed under Investors — Investor Resources, or by
clicking here.
With the Friday, December 15, 2017 meeting fast approaching,
Galena reminds stockholders who have not already done so that they
can still vote their shares and strongly encourages them to do
so. Your vote is important, no matter how many or how few
shares you may own.
Please Vote Your Galena Shares Today by
contacting Galena’s proxy solicitor, MacKenzie Partners, Inc., at
(800) 322-2885 (toll-free) or (212) 929-5500 (collect).
On November 30, 2017, Galena sent a letter to stockholders that,
in pertinent part, stated as follows:
Dear Stockholders:
We previously mailed you a proxy statement/prospectus/consent
solicitation statement, dated November 6, 2017, regarding the
special meeting of stockholders to be held on December 15, 2017
(“Special Meeting”). We are seeking your approval of a business
combination transaction in which the businesses of Galena
Biopharma, Inc. and SELLAS Life Sciences Group Ltd (“SELLAS”) will
be combined (the “Merger”).
As we have disclosed in the materials sent to you, if the Merger
is not completed, Galena may elect to liquidate its remaining
assets and there can be no assurances as to whether any cash would
be available to distribute to Galena’s stockholders after paying
Galena’s debts and other obligations. We believe a liquidation of
Galena would be the worst possible outcome for Galena’s
stockholders and, therefore, recommend that stockholders approve
the proposals discussed below.
There are ten proposals for consideration at the Special Meeting
(the “Proposals”). We note the following regarding the
Proposals:
- Proposals 1, 2 and 3 must be approved by stockholders for the
Merger to occur;
- If approved, Proposal 4 would provide the continuing company
with the ability to raise the necessary equity capital in the
future, within certain parameters, without obtaining further
stockholder approval;
- Proposal 5 relates to a new equity incentive plan and Proposal
6 relates to a new employee stock purchase plan, both of which are
expected to help the continuing company attract and retain
employees, directors and consultants;
- Proposal 7 relates to the amendment of Galena’s bylaws so they
are more in accordance with the standard bylaws among public
companies; and
- Proposal 8 relates to an amendment to Galena’s amended and
restated certificate of incorporation to allow the board of
directors to adopt, amend or repeal Galena’s bylaws, which is more
in line with standard bylaws of public companies;
- Proposal 9 relates to a non-binding, advisory vote on the
compensation that will be paid or may become payable to Galena’s
named executive officers in connection with the Merger;
- Proposal 10 relates to adjourning the Special Meeting in the
event there are not sufficient votes to approve the Proposals
mentioned above. Please refer to the proxy
statement/prospectus/consent solicitation statement for a complete
description of each of the Proposals.
The Galena board of directors believes that approval of each of
the Proposals is important to Galena and the ongoing business of
the continuing company after the Merger. Accordingly, the Galena
board of directors unanimously recommends that stockholders
vote “FOR ” each of the Proposals.
Your vote is very important. It is imperative that you
vote your shares, as unvoted shares may prevent the approval of the
Merger.
[In addition to calling Mackenzie at (800) 322-2885 (toll-free)
or (212) 929-5500 (collect), t]here are three ways to vote your
Galena shares without attending the Special Meeting in person –
each only taking a few moments:
- By Internet: If you have Internet access, you may submit your
proxy by following the Internet voting instructions on the proxy
card or voting instruction card sent to you.
- By Telephone: You may submit your proxy by following the
telephone voting instructions on the proxy card or voting
instruction card sent to you.
- By Mail: You may do this by marking, dating and signing your
proxy card or, for shares held in street name, the voting
instruction card provided to you by your broker or other nominee,
and mailing it in the self-addressed, postage prepaid envelope
provided to you.
. . .
We thank you for your continued support of Galena Biopharma,
Inc.
Sincerely,
Stephen F. Ghiglieri Interim Chief Executive Officer and Chief
Financial Officer
Additional Information about the Proposed Merger
involving Galena Biopharma, Inc. and SELLAS Life Sciences Group Ltd
and Where to Find It
In connection with the proposed merger, Galena and SELLAS have
filed relevant materials with the Securities and Exchange
Commission, or the SEC, including a final proxy
statement/prospectus/consent solicitation statement dated November
6, 2017 and filed with the SEC pursuant to Rule 424(b)(3) on
November 8, 2017 (the “final proxy statement/prospectus/consent
solicitation statement”). Galena and SELLAS have mailed the final
proxy statement/prospectus/consent solicitation statement to their
respective stockholders. Investors and stockholders of
Galena and SELLAS are urged to read the final proxy
statement/prospectus/consent solicitation statement because it
contains important information about Galena, SELLAS and the
proposed merger. The final proxy
statement/prospectus/consent solicitation statement, other relevant
materials and any other documents filed by Galena with the SEC
(when they become available), may be obtained free of charge at the
SEC’s web site at www.sec.gov. In addition, copies of the documents
filed with the SEC by Galena will be available free of charge on
Galena’s website at www.galenabiopharma.com (under
“Investors”—“Financials”) or by directing a written request to:
Galena Biopharma, Inc., 2000 Crow Canyon Place, Suite 380, San
Ramon, CA 94583, Attention: Investor Relations or by email to:
ir@galenabiopharma.com. Investors and stockholders are urged to
read the final proxy statement/prospectus/consent solicitation
statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the proposed merger.
Contact:
Remy Bernarda SVP, Investor Relations & Corporate
Communications(925) 498-7709ir@galenabiopharma.com
Source: Galena Biopharma, Inc.
SELLAS Life Sciences (NASDAQ:SLS)
Historical Stock Chart
From Mar 2024 to Apr 2024
SELLAS Life Sciences (NASDAQ:SLS)
Historical Stock Chart
From Apr 2023 to Apr 2024