BioCryst and Idera Special Meetings to Be Held
on July 10, 2018
New Clinical Data on Idera’s IMO-2125 Program
Will Be Available Prior to Vote
BioCryst Pharmaceuticals, Inc. (NASDAQ:BCRX) (“BioCryst”) and
Idera Pharmaceuticals, Inc. (NASDAQ:IDRA) (“Idera”) today jointly
announced that they have each rescheduled their respective Special
Meetings of Stockholders (each, a “Special Meeting”) to vote on the
proposed merger of BioCryst and Idera to July 10, 2018 at 10:00 AM
ET.
- BioCryst will hold its Special Meeting
at its corporate offices in Durham, North Carolina. BioCryst
stockholders of record as of May 28, 2018 will be entitled to vote
at the BioCryst Special Meeting.
- Idera will hold its Special Meeting at
its corporate offices in Exton, Pennsylvania. Idera stockholders of
record as of May 28, 2018 will be entitled to vote at the Idera
Special Meeting.
BioCryst and Idera are each rescheduling their respective
Special Meetings, following investor feedback, to provide
stockholders adequate time to consider new clinical data from Idera
regarding its IMO-2125 program, which will be presented at the
American Society of Clinical Oncology (“ASCO”) meeting being held
June 1-5, 2018 in Chicago.
The BioCryst Board of Directors unanimously recommends that
BioCryst stockholders vote “FOR” the proposed merger at the
BioCryst Special Meeting.
The Idera Board of Directors unanimously recommends that Idera
stockholders vote "FOR" the proposed merger at the Idera Special
Meeting.
BioCryst’s stockholders as of the May 28, 2018 record date who
have previously voted, and do not wish to change their vote, will
not need to vote again at the rescheduled July 10, 2018 BioCryst
Special Meeting.
Idera’s stockholders as of the May 28, 2018 record date who have
previously voted, and do not wish to change their vote, will not
need to vote again at the rescheduled July 10, 2018 Idera Special
Meeting.
BioCryst and Idera will file amended proxy materials with the
U.S. Securities and Exchange Commission (“SEC”) related to the
rescheduled Special Meetings and will mail the updated materials to
stockholders in due course. The amended definitive proxy statement
will also be made available at www.iderapharma.com and
www.biocryst.com, respectively (in the “Investors” section) and on
the SEC website at www.sec.gov.
About BioCryst
BioCryst designs, optimizes and develops novel small-molecule
medicines that address both common and rare conditions. BioCryst
has several ongoing development programs including BCX7353, an oral
treatment for hereditary angioedema, galidesivir, a potential
treatment for filoviruses, and a preclinical program to develop
oral Alk-2 inhibitors for the treatment of fibrodysplasia
ossificans progressive (FOP). RAPIVAB® (peramivir injection), a
viral neuraminidase inhibitor for the treatment of influenza, is
BioCryst's first approved product and has received regulatory
approval in the U.S., Canada, Japan, Taiwan and Korea.
Post-marketing commitments for RAPIVAB are ongoing, as well as
activities to support regulatory approvals in other territories.
For more information, please visit the company's website at
www.biocryst.com.
About Idera
Harnessing the approach of the earliest researchers in
immunotherapy and the company’s vast experience in developing
proprietary immunology platforms, Idera’s lead development program
is focused on priming the immune system to play a more powerful
role in fighting cancer, ultimately increasing the number of people
who can benefit from immunotherapy. Idera continues to invest in
research and development, and is committed to working with
investigators and partners who share the common goal of addressing
the unmet needs of patients suffering from rare, life-threatening
diseases. To learn more about Idera, visit www.iderapharma.com.
Additional Information and Where to Find It
In connection with the proposed mergers, Nautilus Holdco, Inc.
(“Holdco”) has filed with the U.S. Securities and Exchange
Commission (the “SEC”), and the SEC has declared effective on March
29, 2018, a Registration Statement on Form S-4 (as may be amended
from time to time, the “Registration Statement”) that includes the
joint proxy statement of BioCryst Pharmaceuticals, Inc.
(“BioCryst”) and Idera Pharmaceuticals, Inc. (“Idera”) and that
also constitutes a prospectus of Holdco. BioCryst, Idera and Holdco
may also file other documents with the SEC regarding the proposed
transaction. This document is not a substitute for the definitive
joint proxy statement/prospectus or Registration Statement or any
other document that may be filed by each of BioCryst and Idera with
the SEC. BEFORE MAKING ANY VOTING DECISION, IDERA’S AND BIOCRYST’S
RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED
BY EACH OF IDERA AND BIOCRYST WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and
stockholders may obtain free copies of these materials and other
documents filed with the SEC (when available) by BioCryst, Idera
and Holdco through the website maintained by the SEC at
www.sec.gov. Idera and BioCryst make available free of charge at
www.iderapharma.com and www.biocryst.com, respectively (in the
“Investors” section), copies of materials they file with, or
furnish to, the SEC.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an
offer to purchase or a solicitation of an offer to sell any
securities. Idera, BioCryst and their respective directors,
executive officers and certain employees and other persons may be
deemed to be participants in the solicitation of proxies from the
stockholders of Idera and BioCryst in connection with the proposed
mergers. Security holders may obtain information regarding the
names, affiliations and interests of Idera’s directors and officers
in Idera’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, which was filed with the SEC on March 7, 2018
and its definitive proxy statement for the 2017 annual meeting of
stockholders, which was filed with the SEC on April 28, 2017.
Security holders may obtain information regarding the names,
affiliations and interests of BioCryst’s directors and officers in
BioCryst’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, and any amendments thereto, which was filed with
the SEC on March 12, 2018 and its definitive proxy statement for
the 2017 annual meeting of stockholders, which was filed with the
SEC on April 12, 2017. Additional information about the interests
of BioCryst’s directors and officers and Idera’s directors and
officers in the proposed mergers can be found in the
above-referenced Registration Statement. These documents may be
obtained free of charge from the SEC’s website at www.sec.gov,
Idera’s website at www.iderapharma.com and BioCryst’s website at
www.biocryst.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements
involve known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements to be
materially different from any future results, performances or
achievements expressed or implied by the forward-looking
statements. These statements reflect our current views with respect
to future events and are based on assumptions and are subject to
risks and uncertainties, and important factors that could cause
actual events or results to differ materially from Idera’s or
BioCryst’s plans, estimates or expectations. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. With respect to the transactions
contemplated by the merger agreement between Idera and BioCryst,
these factors could include, but are not limited to: (i) Idera or
BioCryst may be unable to obtain stockholder approval as required
for the mergers; (ii) conditions to the closing of the mergers may
not be satisfied; (iii) the mergers may involve unexpected costs,
liabilities or delays; (iv) the effect of the announcement of the
mergers on the ability of Idera or BioCryst to retain and hire key
personnel and maintain relationships with patients, doctors and
others with whom Idera or BioCryst does business, or on Idera’s or
BioCryst’s operating results and business generally; (v) Idera’s or
BioCryst’s respective businesses may suffer as a result of
uncertainty surrounding the mergers and disruption of management’s
attention due to the mergers; (vi) the outcome of any legal
proceedings related to the mergers; (vii) Idera or BioCryst may be
adversely affected by other economic, business, and/or competitive
factors; (viii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (ix) risks that the mergers disrupt current plans and
operations and the potential difficulties in employee retention as
a result of the mergers; (x) the risk that Idera or BioCryst may be
unable to obtain governmental and regulatory approvals required for
the transactions, or that required governmental and regulatory
approvals may delay the transactions or result in the imposition of
conditions that could reduce the anticipated benefits from the
transactions contemplated by the merger agreement or cause the
parties to abandon the transactions contemplated by the merger
agreement; (xi) risks that the anticipated benefits of the mergers
or other commercial opportunities may otherwise not be fully
realized or may take longer to realize than expected; (xii) the
impact of legislative, regulatory, competitive and technological
changes; (xiii) risks relating to the value of the new holding
company shares to be issued in the mergers; (xiv) expectations for
future clinical trials, the timing and potential outcomes of
clinical studies and interactions with regulatory authorities; (xv)
the risk that the credit ratings of the combined company or its
subsidiaries may be different from what the companies expect; (xvi)
economic and foreign exchange rate volatility; (xvii) the continued
strength of the medical and pharmaceutical markets; (xviii) the
timing, success and market reception for Idera’s and BioCryst’s
products; (xix) the possibility of new technologies outdating
Idera’s or BioCryst’s products; (xx) continued support of Idera’s
or BioCryst’s products by influential medical professionals; (xxi)
reliance on and integration of information technology systems;
(xxii) the risks associated with assumptions the parties make in
connection with the parties’ critical accounting estimates and
legal proceedings; (xxiii) the potential of international unrest,
economic downturn or effects of currencies, tax assessments, tax
adjustments, anticipated tax rates, raw material costs or
availability, benefit or retirement plan costs, or other regulatory
compliance costs; and (xxiv) other risks to the consummation of the
mergers, including the risk that the mergers will not be
consummated within the expected time period or at all. These risks,
as well as other risks associated with the proposed mergers, are
more fully discussed in the joint proxy statement/prospectus
included in the Registration Statement filed with the SEC in
connection with the proposed mergers. While the list of factors
presented here is, and the list of factors presented in the
Registration Statement are, considered representative, no such list
should be considered a complete statement of all potential risks
and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
BioCryst’s or Idera’s consolidated financial condition, results of
operations, credit rating or liquidity. Readers are urged to
consider these factors carefully in evaluating these
forward-looking statements, and not to place undue reliance on any
forward-looking statements. Readers should also carefully review
the risk factors described in other documents that Idera and
BioCryst file from time to time with the SEC. The forward-looking
statements in this document speak only as of the date of this
document. Except as required by law, Idera and BioCryst assume no
obligation to update or revise these forward-looking statements for
any reason, even if new information becomes available in the
future.
BCRXW
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version on businesswire.com: https://www.businesswire.com/news/home/20180410005543/en/
Investors:For BioCryst:BioCryst
PharmaceuticalsThomas Staab, 919-859-7910Senior Vice President,
Chief Financial Officertstaab@biocryst.comorAdditional Investor
Contact:Innisfree M&A IncorporatedScott Winter,
212-750-7271orFor Idera:Idera PharmaceuticalsRobert Doody,
617-679-5515Mobile: 484-639-7235Vice President, Investor Relations
and Corporate Communicationsrdoody@iderapharma.comorAdditional
Investor Contact:MacKenzie Partners, Inc.Bob Marese,
212-929-5500
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