On March 26, 2009, Avigen filed Amendment
No. 3 to Avigens Schedule 14D-9 previously filed with the Securities and
Exchange Commission (the SEC) on February 6, 2009, as subsequently amended,
relating to the unsolicited tender offer by BVF Acquisition LLC, a Delaware
limited liability company (the Purchaser) and wholly owned subsidiary of
Biotechnology Value Fund, L.P., a Delaware limited partnership (together with
the Purchaser and other related persons, BVF), to purchase all of the
outstanding shares, upon the terms and conditions set forth in the tender offer
contained in the Schedule TO filed by the Purchaser with the SEC on January 23,
2009, as thereafter amended. Amendment No. 3 to Schedule 14D-9 provides
additional information regarding Avigens interactions with BVF, and
stockholders are encouraged to read Amendment No. 3 in its entirety.
Stockholders may obtain a free copy of Avigens 14D-9, including all amendments
thereto, on the SECs website at www.sec.gov.
In addition, on March 26, 2009, Avigen
issued the following press release:
Avigen Board Discontinues Strategic
Merger Discussions to Develop
a Plan for Liquidation
Avigen Board Neutral on Tender
Offer
Alameda, CA, March 26, 2009
Avigen, Inc. (Nasdaq: AVGN), a
biopharmaceutical company, today announced that its Board of Directors has
discontinued its strategic merger discussions and intends to develop a plan of
liquidation following the special meeting of stockholders on March 27, 2009
if the BVF Nominees are not elected to the
Board
. The Board also announced that it
reviewed the conditional offer from BVF Acquisition LLC and its affiliates to
acquire all of the outstanding shares of Avigen. The Board, after a thorough
review with management and its financial and legal advisors, is expressing no
opinion and is remaining neutral with regard to the tender offer.
In taking a neutral stance on the tender
offer, the Board noted the following:
-
The Board believes that the offer price of $1.20
per share is approximately the companys current net cash value less wind down
costs, but does not reflect the value for the companys other assets,
including its AV411 pain and addiction program and rights to future payments
from Genzyme Corporation.
-
The Board recognizes the preference of some
shareholders for immediate and certain liquidity.
-
The Board believes it can deliver more than
$1.20 per share from net cash assets less wind down costs, rights to
approximately $6 million ($0.20 per share) of near-term Genzyme payments and
the sale of AV411
.
-
BVF has stated that it intends to pursue a transaction with MediciNova,
which the Board does not believe under the current terms would be in the best
interests of stockholders.
Based on the actions taken by BVF,
Avigens Board believes its ability to pursue the strategic alternatives that
the Board believes will increase stockholder value is all but foreclosed,
stated Zola Horovitz, Ph.D., Avigens Chairman of the Board. Our Board has
established a responsible pattern for dealing decisively with strategic issues,
as demonstrated following the negative data from the companys AV650 clinical
trial in October 2008. While our Board considers the inability to continue its
strategic process unfortunate, it has abandoned discussions for a strategic
transaction and intends to develop a plan that will maximize liquidation value.
As such, the Board determined that the company no longer needs to retain the
services of the majority of its employees that were supporting strategic
discussions and has reduced its headcount accordingly.
The officers of the company included in
the headcount reduction were Kenneth Chahine, Chief Executive Officer and
President, Michael Coffee, Chief Business Officer, and M. Christina Thomson,
General Counsel. Taking over as Chief Executive Officer and President is Andrew
Sauter, the companys Chief Financial Officer.
About Avigen
Avigen is a biopharmaceutical company that
has focused on identifying and developing differentiated products to treat
patients with serious neurological and other disorders. Avigen is seeking to
monetize AV411, its potential product for neuropathic pain and opioid withdrawal
and methamphetamine addiction. For more information about Avigen consult the
company's website at www.avigen.com.
Statement under the Private Securities
Litigation Reform Act
The statements in this press release
relating to Avigens belief that it will be able to deliver more than $1.20 per
share from net cash assets less wind down costs, rights to approximately $6
million ($0.20 per share) of near-term Genzyme payments and the sale of AV411,
is a forward-looking statement. This statement is subject to risks and
uncertainties that could cause actual results to differ materially from those
projected in these forward-looking statements, including the risk that Avigen
will not be able to negotiate or conclude an AV411 transaction on the terms and
with the timing that it intends due to a variety of factors, including monetary,
intellectual property, technological or other constraints, as well as the
requirements of the parties with which it is negotiating, and the risk that the
triggering events for the Genzyme payments will not occur. Other risks and
uncertainties relating to Avigen are detailed in reports filed by Avigen with
the Securities and Exchange Commission, including Avigens annual report on Form
10-K for the year ended December 31, 2008, under the caption "Item 1A. Risk
Factors" in Part I of that report, which was filed with the SEC on March 16,
2009.
Important Information
In connection with the solicitation of
proxies, Avigen filed with the Securities and Exchange Commission (the SEC)
and mailed to stockholders a definitive proxy statement dated March 9, 2009.
Avigens stockholders are urged to read the proxy statement and any other
relevant documents when they become available as they contain important
information. Stockholders may obtain additional free copies of the proxy
statement and other relevant documents filed with the SEC by Avigen through the
website maintained by the SEC at www.sec.gov. These documents can also be
obtained free of charge from Avigen at Avigens website at www.avigen.com under
the Investors tab. Stockholders may also contact Innisfree M&A
Incorporated with questions or requests for additional copies of the proxy
materials by calling toll free at (888) 750-5834. Detailed information regarding
the names, affiliations and interests of
individuals who are participants in the solicitation of proxies of
Avigens stockholders is available in Avigens definitive proxy statement filed
with SEC on March 9, 2009.
CONTACT:
Michael Coffee, Chief Business Officer
Avigen, Inc., 1301 Harbor Bay Parkway, Alameda, CA
94502
510-748-7376
ir@avigen.com
www.avigen.com
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