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 its stockholders voted
to adopt and approve the previously announced merger agreement,
dated as of June 29, 2020, among the Company, RareGen, LLC
(“RareGen”), Liquidia Corporation (“Liquidia Corporation”), Gemini
Merger Sub I, Inc. (“Liquidia Merger Sub”), Gemini Merger Sub II,
LLC and PBM RG Holdings, LLC (the “Merger Agreement”), including
the merger of the Company with and into Liquidia Merger Sub (the
“Liquidia Merger”), with the Company and RareGen surviving as
wholly owned subsidiaries of Liquidia Corporation post-merger, at a
special meeting of stockholders held on November 13, 2020. In
addition, Liquidia stockholders voted to approve all other matters
related to the Merger Agreement and the Liquidia Merger.
At the close of business on September 14, 2020, the record date
for the special meeting, there were 37,752,027 shares of Company
common stock outstanding. Approximately 71 percent of the shares
outstanding as of September 14, 2020 voted to adopt and approve the
Merger Agreement. Further, among other proposals, stockholders
voted to approve the Liquidia Corporation 2020 Long-Term Incentive
Plan and the Liquidia Corporation 2020 Employee Stock Purchase
Plan, both of which will be effective upon completion of the
merger.
The closing of the merger transaction is expected to occur on or
about November 18, 2020, subject to the satisfaction of the closing
conditions set forth in the Merger Agreement.
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 RareGenRareGen, 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 ItIn 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 (including the supplements
thereto), and the Company mailed a proxy statement (and
supplements thereto) regarding the proposed merger transaction to
its stockholders that also constitutes 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 AdairInvestor Relations(919)
328-4350Jason.adair@liquidia.com
Participants in the SolicitationThe 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 (as supplemented).
No Offer or SolicitationThis 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 communication contains
“forward-looking statements” within the meaning of the federal
securities laws, including Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
potential timing or consummation of the proposed merger transaction
or the anticipated benefits thereof, including, without limitation,
future financial and operating results. The Company cautions
readers that these and other forward-looking statements are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference
include, but are not limited to risks and uncertainties related to
(i) the risk that a condition to closing of the merger
transaction may not be satisfied, (ii) the ability of the
Company and RareGen to integrate their businesses successfully and
to achieve anticipated cost savings and other synergies,
(iii) the possibility that other anticipated benefits of the
proposed merger transaction will not be realized, including without
limitation, anticipated revenues, expenses, earnings and other
financial results, and growth and expansion of the new combined
company’s operations, and the anticipated tax treatment,
(iv) potential litigation relating to the proposed merger
transaction that has and could be instituted against the Company,
RareGen or their respective officers or directors,
(v) possible disruptions from the proposed merger transaction
that could harm the Company’s or RareGen’s business, including
current plans and operations, (vi) the ability of the Company
or RareGen to retain, attract and hire key personnel,
(vii) potential adverse reactions or changes to relationships
with employees, customers, suppliers, licensees, collaborators,
business partners or other parties resulting from the announcement
or completion of the merger transaction, (viii) potential
business uncertainty, including changes to existing business
relationships, during the pendency of the merger transaction that
could affect the Company’s and/or RareGen’s financial performance,
(ix) certain restrictions during the pendency of the merger
transaction that may impact the Company’s or RareGen’s ability to
pursue certain business opportunities or strategic transactions,
(x) continued availability of capital and financing and rating
agency actions, (xi) legislative, regulatory and economic
developments and (xii) unpredictability and severity of
catastrophic events, including, but not limited to, global
pandemics such as coronavirus, acts of terrorism or outbreak of war
or hostilities, as well as management’s response to any of the
aforementioned factors. These risks, as well as other risks
associated with the proposed merger transaction, as more fully
discussed in the proxy statement/prospectus in connection with the
proposed merger transaction, which was declared effective on
September 16, 2020, as subsequently supplemented. While the list of
factors presented here is, and the list of factors to be presented
in the registration statement on Form S-4 are, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on the Company’s or RareGen’s
consolidated financial condition, results of operations, credit
rating or liquidity. Neither the Company nor RareGen assumes any
obligation to provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
Contact
InformationMedia:Michael ParksCorporate
Communications484.356.7105michael.parks@liquidia.com
Investors:Jason AdairVice President, Corporate
Development and Strategy919.328.4400jason.adair@liquidia.com
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