SAN DIEGO, April 25, 2017 /PRNewswire/ -- Mast
Therapeutics, Inc. (NYSE MKT: MSTX) and Savara Inc., a
privately-held, 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, announced today the anticipated exchange ratio calculated
under the January 6, 2017 merger
agreement.
Upon completion of the merger, each outstanding share of Savara
common stock will be automatically converted into the right to
receive 0.5860 of a share of Mast common stock as adjusted for the
reverse stock split being affected immediately prior to the closing
of the merger (which equates to 41.0194 shares of Mast common stock
before adjusting for the reverse stock split). The exchange ratio
is based on each party's current capitalization and Mast's
estimated net cash as of the anticipated closing date. Mast's
current capitalization is based on an expected reverse stock split
of one share of Mast common stock for every 70 shares of Mast
common stock.
Based on the anticipated exchange ratio, immediately after the
merger, existing Savara securityholders are expected to own in the
aggregate approximately 77% of the combined company, and existing
Mast securityholders are expected to own approximately 23% of the
combined company. The exchange ratio may be further adjusted based
on any changes to each party's capitalization prior to closing.
The primary reasons for the reverse stock split are to increase
the share price to a level that meets the requirements for listing
and is within more of a customary trading price among companies
listed on Nasdaq, and to ensure Mast will have a sufficient amount
of authorized and unissued common stock to consummate the merger.
The reverse stock split in and of itself will not have any
immediate effect on the aggregate market value of Mast's stock, or
any Mast shareholder's ownership in the company, but may provide
long-term advantages to the combined company and its shareholders.
The increased share price will likely broaden the pool of potential
investors into the company by meeting requirements of certain
institutional investors who have internal policies prohibiting them
from purchasing stocks below a certain minimum share price, meeting
requirements of certain financial advisors who have policies to
discourage their clients from investing into such stocks, and
making the company eligible for inclusion in certain biotech
indices.
As previously announced, the special meeting of stockholders of
Mast will be reconvened on April 27,
2017 at 9:00 a.m., local time, at the offices of Mast
Therapeutics, Inc. located at 3611 Valley Centre Drive, Suite 500,
San Diego, California 92130. Mast
stockholders will be asked to approve the merger and related
matters at the special meeting.
The merger currently is expected to close on or about
April 27, 2017, if the approval of
Mast stockholders is obtained and other customary closing
conditions are satisfied or waived.
Mast would like to remind its stockholders that have not yet
voted to vote without delay "FOR" the merger and the other
proposals in the Company's proxy statement/prospectus/ information
statement for the special meeting, as was unanimously recommended
by Mast's board of directors and leading proxy advisory firms,
Institutional Shareholder Services Inc. (ISS) and Glass Lewis &
Co., LLC.
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 and Savara
caution 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; the anticipated exchange ratio; the expectations regarding
voting by Mast stockholders; and expectations relating to an
increase in the combined company's share price as a result of a
reverse stock split. 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 Mast's
and Savara's 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, Inc.