Liquidia Technologies, Inc. (NASDAQ: LQDA), a late-stage clinical
biopharmaceutical company focused on the development and
commercialization of novel products using its proprietary
PRINT® technology, today announced that the special meeting of
its stockholders to vote on the proposed acquisition of RareGen,
LLC pursuant to the Agreement and Plan of Merger, dated June 29,
2020, will be held on October 21, 2020, at 4:30 p.m., Eastern Time.
On September 16, 2020, Liquidia Corporation’s Registration
Statement on Form S-4 relating to the proposed acquisition was
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”).
The special meeting of Liquidia Technologies stockholders to
vote on certain matters related to the proposed acquisition will be
held virtually. As described in the proxy materials for the special
meeting, Liquidia Technologies stockholders of record as of the
close of business on September 14, 2020, which is the record date
for the special meeting, will be entitled to vote at the special
meeting.
“We remain on track for the close of the RareGen acquisition and
today marks another step toward completing this transformational
transaction for our company, which we believe represents value for
our stockholders and patients with pulmonary arterial
hypertension,” said Neal Fowler, Chief Executive Officer
of Liquidia. “We are encouraged by the ongoing support we are
receiving from our employees and stockholders, as well as the
significant progress we have made on integration planning, which
continues to be our focus.”
The Liquidia Board of Directors approved the merger and
encourages stockholders to vote in favor of the merger by following
the instructions in the proxy materials for the merger.
Liquidia stockholders will be able to attend the special meeting
online by visiting www.meetingcenter.io/287587626 at the date
and time of the meeting. To be admitted to the virtual meeting,
stockholders must enter the control number found on their proxy
card or voting instruction form. Liquidia recommends that
stockholders log-in at least 15 minutes before the special meeting
starts to ensure that stockholders are logged in when the virtual
meeting begins. Once admitted, stockholders will be able to
vote their shares electronically and submit any questions during
the meeting. Stockholders of record may also, and are strongly
encouraged to, vote their shares in advance of the special meeting
by following the instructions included in the proxy card or voting
instruction form being delivered to stockholders with the other
proxy materials.
The proposed merger is subject to customary closing conditions,
including approval of the merger by the stockholders of Liquidia
Technologies. After the close of the transaction, Liquidia
Corporation common stock is expected to trade under the ticker
symbol “LQDA” on the Nasdaq Capital Market as the successor to
Liquidia Technologies.
The final proxy statement/prospectus filed with the SEC on
September 16, 2020 contains important information about the
proposed acquisition, the Agreement and Plan of Merger and the
proposals to be considered at the special meeting and is available
(here) on the investor page of Liquidia’s website.
About LiquidiaLiquidia is a
late-stage clinical biopharmaceutical company focused on the
development and commercialization of novel products using its
proprietary PRINT® technology to transform the lives of patients.
PRINT is a particle engineering platform that enables precise
production of uniform drug particles designed to improve the
safety, efficacy and performance of a wide range of therapies.
Currently, Liquidia is focused on the development of two
product candidates for which it holds worldwide commercial rights:
LIQ861 for the treatment of pulmonary arterial hypertension (PAH)
and LIQ865 for the treatment of local post-operative
pain. Liquidia is headquartered in Research Triangle
Park, NC. For more information, please
visit www.liquidia.com.
About RareGen RareGen, LLC is a portfolio
company of PBM Capital Group, a healthcare investment firm.
RareGen provides strategy, investment, and commercialization for
rare disease pharmaceutical products. RareGen has a national sales
force focused on cardiology and pulmonology specialties.
Important Information About the Transaction and Where to
Find It
In connection with the proposed merger transaction, the
Company and Liquidia Corporation have filed documents with
the SEC, including the filing by Liquidia
Corporation of a registration statement on Form S-4,
which was declared effective on September 16, 2020, and a final
proxy statement/prospectus, and the Company intends to
mail to its stockholders a proxy statement regarding the proposed
merger transaction to its stockholders that will also constitute a
prospectus of the Company. This document is not a substitute
for the proxy statement/prospectus or registration statement or any
other document which the Company or Liquidia
Corporation have filed with the SEC. Investors
and security holders of the Company and RareGen are urged
to read the registration statement, the proxy statement/prospectus
and any other relevant documents, as well as any amendments or
supplements to these documents, carefully and in their entirety
because they will contain important information. Investors
and security holders may obtain free copies of the registration
statement and the proxy statement/prospectus and other documents
filed with the SEC by the Company through the
website maintained by the SEC at www.sec.gov or
by contacting the investor relations department of the Company
at the following:
Liquidia Technologies, Inc. Jason Adair Investor Relations (919)
328-4350 Jason.adair@liquidia.com
Participants in the Solicitation
The Company, RareGen and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction and related matters. Information regarding the
Company’s directors and executive officers, including a description
of their direct interests, by security holdings or otherwise, is
contained in the Company’s Form 10-K for the year
ended December 31, 2019 and its proxy statement
filed on April 28, 2020, which are filed with the SEC.
Additional information is available in the registration statement
on Form S-4 and the proxy statement/prospectus.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Cautionary Statements Regarding Forward-Looking
Statements
This press release may include forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements contained in this press release
other than statements of historical facts, including statements
regarding our future results of operations and financial position,
our strategic and financial initiatives, our business strategy and
plans and our objectives for future operations, are forward-looking
statements. Such forward-looking statements, including statements
regarding clinical trials, clinical studies and other clinical work
(including the funding therefor, anticipated patient enrollment,
safety data, study data, trial outcomes, timing or associated
costs), regulatory applications and related timelines, including
potential U.S. Food and Drug Administration (FDA)
approval of the New Drug Application (NDA) for LIQ861, the timeline
or outcome related to our patent litigation pending in the U.S.
District Court for the District of Delaware or two petitions
for inter partes review with the Patent Trial and Appeal
Board, and our ability to execute on our strategic or financial
initiatives, involve significant risks and uncertainties and actual
results could differ materially from those expressed or implied
herein. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “target,” “would,” and similar
expressions are intended to identify forward-looking statements. We
have based these forward-looking statements largely on our current
expectations and projections about future events and financial
trends that we believe may affect our financial condition, results
of operations, business strategy, short-term and long-term business
operations and objectives and financial needs. These
forward-looking statements are subject to a number of risks
discussed in our and Liquidia Corporation’s filings with
the SEC, including the risk that our proposed acquisition
of RareGen, LLC is not consummated or that the expected
benefits and synergies from the proposed acquisition are not
realized, the impact of the coronavirus (COVID-19) outbreak on our
company and our financial condition and results of operations, as
well as a number of uncertainties and assumptions. Moreover, we
operate in a very competitive and rapidly changing environment and
our industry has inherent risks. New risks emerge from time to
time. It is not possible for our management to predict all risks,
nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements we may make. In light of these risks,
uncertainties and assumptions, the future events discussed in this
press release may not occur and actual results could differ
materially and adversely from those anticipated or implied in the
forward-looking statements. Nothing in this press release should be
regarded as a representation by any person that these goals will be
achieved, and we undertake no duty to update our goals or to update
or alter any forward-looking statements, whether as a result of new
information, future events or otherwise.
Contact Information
Media: Michael Parks Corporate Communications
484.356.7105 michael.parks@liquidia.com
Investors: Jason Adair Vice President,
Corporate Development and Strategy (919) 328-4350
jason.adair@liquidia.com
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