SAN DIEGO, April 20, 2017 /PRNewswire/ -- Mast
Therapeutics, Inc. (NYSE MKT: MSTX) today announced that its
stockholders are voting overwhelmingly in favor of the merger with
Savara, with the three required proposals – the merger, the reverse
split, and the name change – all exceeding 90% approval based on
votes cast to date. However, a quorum for the Special Meeting
of Stockholders scheduled for April 21,
2017 has yet to be obtained and the business of the meeting
cannot be conducted if a quorum is not present. To achieve a
quorum for the special meeting, stockholders of more than 50% of
the Company's outstanding shares as of the record date are required
to vote and, as of April 19th,
approximately 44% of shares had voted. In the absence of a
quorum or the necessary approvals of the proposals to be voted
upon, Mast expects to adjourn the special meeting without
conducting any business other than the adjournment to allow for the
solicitation of additional votes. If adjourned, Mast expects to
reconvene the special meeting on Thursday,
April 27, 2017 at 9:00 a.m.,
local time, at the same location, 3611 Valley Centre Drive,
Suite 500, San Diego, California
92130. Mast does not anticipate any change in the record date for
stockholders entitled to vote at the special meeting.
"We appreciate that so many of Mast's stockholders have voted
overwhelmingly in favor of the merger with Savara. However, many of
our 30,000 stockholders hold relatively small positions, so it is
critical for the holders with smaller positions to vote and offset
the impact of those who are unreachable or not participating in the
process. As is customary for companies in this situation, we will
likely need to adjourn the meeting to provide stockholders who have
not yet voted additional time to do so," stated Brian M. Culley, the Company's Chief Executive
Officer.
As previously announced, leading independent proxy advisory
firms, Institutional Shareholder Services Inc. (ISS) and Glass,
Lewis & Co., LLC (Glass Lewis) recommend that Mast stockholders
vote "FOR" the merger and the related proposals.
If Mast adjourns the special meeting, it will continue to
solicit proxies from its stockholders of record as of
March 13, 2017, the record date for the meeting. Stockholders
who have already voted do not need to recast their votes.
Mast stockholders should note that the merger proposal
(Proposal 1), the reverse stock split proposal (Proposal 2) and the
name change proposal (Proposal 3) must all be approved for the
merger to be completed. If any of those proposals is not approved,
the merger will not go forward. Failure to vote or an abstention
from voting will have the same effect as a vote "AGAINST" the
merger and related proposals. All stockholders are asked to vote
"FOR" all proposals now. If you previously voted against any
of these proposals and would now like to change your vote, you can
do so by contacting Advantage Proxy, Mast's proxy
solicitor.
How to Vote
If you are a Mast stockholder and you have
questions or require assistance in submitting your proxy or voting
your shares, please contact Mast's proxy solicitor:
ADVANTAGE PROXY, INC.
Toll
Free: 1-877-870-8565
Collect:
1-206-870-8565
Email:
ksmith@advantageproxy.com
In addition, Mast's proxy solicitor may contact stockholders on
behalf of the Company. If you are a Mast stockholder and you have
not yet voted, please anticipate and answer these incoming calls
and messages.
About Mast Therapeutics
Mast Therapeutics, Inc. is a
publicly traded biopharmaceutical company headquartered in
San Diego, California. Mast's lead
product candidate, AIR001, is a sodium nitrite solution for
intermittent inhalation via nebulization in Phase 2 clinical
development for the treatment of heart failure with preserved
ejection fraction (HFpEF). More information can be found on Mast's
web site at www.masttherapeutics.com. Mast Therapeutics™ and the
corporate logo are trademarks of Mast Therapeutics, Inc.
About Savara
Savara Inc. is a clinical-stage specialty
pharmaceutical company focused on the development and
commercialization of novel therapies for the treatment of serious
or life-threatening rare respiratory diseases. Savara's pipeline
comprises AeroVanc, a Phase 3 ready inhaled vancomycin, and
Molgradex, a Phase 2/3 stage inhaled granulocyte-macrophage
colony-stimulating factor, or GM-CSF. Savara's strategy involves
expanding its pipeline of best-in-class products through indication
expansion, strategic development partnerships and product
acquisitions, with the goal of becoming a leading company in its
field. Savara's management team has significant experience in
orphan drug development and pulmonary medicine, in identifying
unmet needs, creating and acquiring new product candidates, and
effectively advancing them to approvals and commercialization. More
information can be found at www.savarapharma.com.
Additional Information about the Proposed Merger and Where to
Find It
In connection with the proposed merger, Mast
Therapeutics has filed relevant materials with the Securities and
Exchange Commission, or the SEC, including a registration statement
on Form S-4 that contains a proxy statement, prospectus and
information statement. The registration statement was declared
effective by the SEC on March 15, 2017. The proxy
statement/prospectus/information statement and other relevant
materials, and any other documents filed by Mast with the SEC, may
be obtained free of charge at the SEC web site at
www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by Mast by
directing a written request to: Mast Therapeutics, Inc. 3611 Valley
Centre Drive, Suite 500, San Diego,
California 92130, Attn: Investor Relations. Investors and
security holders of Mast and Savara are urged to read the proxy
statement/prospectus/information statement and other relevant
materials before making any voting or investment decision with
respect to the proposed merger.
This communication 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, 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 offering of securities
in connection with the proposed merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Mast and its
directors and executive officers and Savara and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Mast and Savara in
connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the
proposed merger is included in the proxy
statement/prospectus/information statement referred to above.
Additional information regarding the directors and executive
officers of Mast is also included in Mast's Annual Report on Form
10-K for the year ended December 31,
2016, which was filed with the SEC on March 6, 2017. These documents are available free
of charge at the SEC web site (www.sec.gov) and from Investor
Relations at Mast at the address described above.
Forward Looking Statements
Mast cautions you that
statements in this press release that are not a description of
historical fact are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
referencing future events or circumstances such as "expect,"
"intend," "plan," "anticipate," "believe," and "will," among
others. Such statements include, but are not limited to, statements
regarding the structure, timing and completion of the proposed
merger; expectations regarding adjournment and reconvening of the
Mast special meeting of stockholders and stockholder approval of
the meeting proposals; expectations regarding listing and trading
of Mast's common stock on the NYSE MKT and of the combined
organization's common stock on the Nasdaq Capital Market; the
capitalization, resources, ownership structure of the combined
organization; the nature, strategy and focus of the combined
organization; the safety, efficacy and projected development
timeline and commercial potential of any product candidates; the
executive officer and board structure of the combined organization;
and the expectations regarding voting by Mast stockholders. Mast
and/or Savara may not actually achieve the proposed merger, or any
plans or product development goals in a timely manner, if at all,
or otherwise carry out the intentions or meet the expectations or
projections disclosed in the forward-looking statements, and you
should not place undue reliance on these forward-looking
statements. Because such statements are subject to risks and
uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. These
forward-looking statements are based upon current expectations and
involve assumptions that may never materialize or may prove to be
incorrect. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties, which
include, without limitation, risks and uncertainties associated
with stockholder approval of and the ability to consummate the
proposed merger through the process being conducted by Mast and
Savara, the ability to project future cash utilization and reserves
needed for contingent future liabilities and business operations,
the availability of sufficient resources for combined company
operations and to conduct or continue planned clinical development
programs, the timing and ability of Mast or Savara to raise
additional equity capital to fund continued operations; the ability
to successfully develop any of Mast's and/or Savara's product
candidates, and the risks associated with the process of
developing, obtaining regulatory approval for and commercializing
drug candidates that are safe and effective for use as human
therapeutics. Risks and uncertainties facing Mast, Savara and the
combined organization and risks related to the proposed merger are
described more fully in the proxy statement/prospectus/information
statement referred to above. You are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the
date on which they were made. Neither Mast nor Savara undertakes
any obligation to update such statements to reflect events that
occur or circumstances that exist after the date on which they were
made, except as may be required by law.
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SOURCE Mast Therapeutics