BVF
Acquisition LLC Increases Tender Offer Price for Avigen, Inc. to $1.20 Per
Share
Friday
March 20, 2009, 8:00 am EDT
Why
does Avigen refuse to guarantee $1.20 per share in cash?
NEW YORK,
March 20 /PRNewswire/ -- BVF Acquisition LLC (the "Purchaser"), an affiliate of
Biotechnology Value Fund L.P. ("BVF"), which has commenced a cash tender offer
to purchase all of the outstanding shares of Avigen, Inc. (Nasdaq:
AVGN
-
News
;
"Avigen"), announced today
that it is increasing its cash tender offer price from $1.00 per share to $1.20
per share. The offer is currently scheduled to expire at 6:00 p.m., New York
City time, on Friday, April 3, 2009.
The key condition to the
offer is the election of BVF's nominees.
BVF
is offering all stockholders $1.20 per share in cash. Why won't Avigen do the
same? Without this protection, how can Avigen be trusted?
BVF has
repeatedly called on the Board to guarantee downside protection for
stockholders, rather than gambling the remaining stockholder money. This Board
has repeatedly refused to commit to proceeding only with a transaction that
offers quantifiable downside protection, in cash, of approximately the Company's
liquidation value. The MediciNova merger provides for this; why not Avigen
directly? The Board's refusal to do so should be cause for great concern and
suspicion. For example, is Avigen about to give away millions of dollars in
"break-up" fees in a flawed, unprotected merger, with full knowledge that
stockholders oppose it? BVF has offered stockholders the option to tender their
shares for $1.20 per share in cash or participate with BVF in the future of
Avigen. BVF's objective is to protect and maximize its investment in Avigen
stock; management's incentive is to maximize salaries and fees, and to trigger
their multimillion-dollar "golden parachute" agreements.
To tender your shares and receive
$1.20 per share in cash, BVF's nominees must be elected.
Importantly,
should stockholders fail to remove the current Board and replace them with BVF's
stockholder-oriented representatives, the tender offer will expire and no shares
will be accepted. Is it possible that
Avigen's stock price could
fall significantly without the support of the outstanding BVF tender
offer?
We urge
stockholders to vote the
GOLD
proxy to remove the current directors and elect BVF's
stockholder-oriented nominees. BVF believes its nominees offer the best
opportunity for stockholders to protect their investment in Avigen. All
stockholders are encouraged to act now to protect their investment and vote the
GOLD
proxy card
today.
MacKenzie
Partners, Inc. is the Information Agent for the tender offer and any questions
or requests for the Offer to Purchase and related materials with respect to the
tender offer or the special meeting may be directed to MacKenzie Partners,
Inc.
THIS
PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR
THE SOLICITATION OF AN OFFER TO SELL ANY SHARES. THE SOLICITATION AND THE OFFER
TO BUY AVIGEN COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO PURCHASE
AND RELATED MATERIALS THAT THE PURCHASER HAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE
OFFER. STOCKHOLDERS ARE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED
MATERIALS WITH RESPECT TO THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV
OR FROM
THE PURCHASER BY CONTACTING MACKENZIE PARTNERS, INC. TOLL-FREE AT (800) 322-2885
OR COLLECT AT (212) 929-5500 OR VIA EMAIL AT
TENDEROFFER@MACKENZIEPARTNERS.COM
.
BVF,
together with the other participants, has made a definitive filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and accompanying
GOLD proxy card to be used to solicit proxies for the removal of the members of
the Board of Directors of Avigen, without cause, and for the election of BVF's
slate of director nominees to replace the removed directors at a special meeting
of stockholders, called by Avigen at the request of BVF and Biotechnology Value
Fund II, L.P., scheduled to take place on March 27, 2009.
BVF
STRONGLY ADVISES ALL STOCKHOLDERS OF AVIGEN TO READ THE PROXY STATEMENT AND
OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON
THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV
.
IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.