Poniard Pharmaceuticals Announces Effectiveness of Form S-4 Registration Statement for the Proposed Merger with ALLOZYNE
October 07 2011 - 5:43PM
Marketwired
Poniard Pharmaceuticals, Inc. (NASDAQ: PARD), a biopharmaceutical
company focused on innovative oncology therapies, today announced
that the Securities and Exchange Commission (SEC) has declared
effective Poniard's Registration Statement on Form S-4 relating to
the previously announced proposed merger between Poniard and
ALLOZYNE, Inc., a privately held biotechnology company focused on
the development of bioconjugated protein therapeutics. The boards
of directors of both companies have approved the merger
transaction, which is subject to customary closing conditions,
including approval by ALLOZYNE's and Poniard's respective
stockholders and receipt of approval for listing of the combined
company's common stock on The Nasdaq Capital Market.
The Registration Statement contains a proxy
statement/prospectus/consent solicitation, which will be mailed to
Poniard's and ALLOZYNE's respective shareholders the week of
October 10, 2011. The Registration Statement on Form S-4 may also
be accessed online on the SEC's website, www.sec.gov, or on the
"Investor Relations" page of Poniard's website at www.poniard.com.
In addition to registering the shares of Poniard common stock to be
issued to the stockholders of ALLOZYNE in the merger, the
Registration Statement contains proxy materials for a special
meeting of Poniard shareholders, which will be held at 9:00 a.m.
Pacific Time, on Monday, November 21, 2011, at the offices of Bay
City Capital, located at 750 Battery Street, Suite 400, San
Francisco, California 94111. Poniard shareholders of record on
October 4, 2011 are entitled to vote at the special meeting. At
that meeting, Poniard shareholders will be asked to approve the
issuance of Poniard common stock and the resulting change of
control of Poniard pursuant to the merger agreement and the
amendment of Poniard's articles of incorporation to effect a
reverse stock split of Poniard's issued common stock, at a ratio of
1-for-40.
Important Additional Information
On October 6, 2011, Poniard filed with the SEC Amendment No. 3
to its Registration Statement on Form S-4 containing a proxy
statement/prospectus/consent solicitation and other relevant
materials in connection with its proposed merger with ALLOZYNE,
which was declared effective by the SEC on October 7, 2011.
Investors and security holders of Poniard and ALLOZYNE are urged to
read the definitive proxy statement/prospectus/consent solicitation
(including any amendments or supplements to the proxy
statement/prospectus/consent solicitation), when it becomes
available, because it will contain important information about
Poniard, ALLOZYNE and the proposed transaction.
Investors and security holders of Poniard will be able to obtain
free copies of the definitive proxy statement/prospectus/consent
solicitation through the website maintained by the SEC at
www.sec.gov. Free copies of the definitive proxy
statement/prospectus/consent solicitation, when it becomes
available, and Poniard's other filings with the SEC also may be
obtained by contacting Poniard Pharmaceuticals, Inc., 750 Battery
Street, Suite 330, San Francisco, CA 94111, or accessed via
Poniard's website at www.poniard.com.
Poniard, and its directors and executive officers, may be deemed
to be participants in the solicitation of proxies from its
shareholders in favor of the proposed transaction. Information
regarding the directors and executive officers of Poniard and their
interests in the proposed transaction will be available in the
proxy statement/prospectus/consent solicitation.
About Poniard Pharmaceuticals
Poniard Pharmaceuticals, Inc. is a biopharmaceutical company
focused on the development and commercialization of innovative
oncology products. For additional information please visit
http://www.poniard.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1994. Words such as "expect," "estimate,"
"project," "forecast," "anticipate," "may," "will," "can," "could,"
"should," "believes," "predicts," "potential," "continue," and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements in this press release
include, without limitation, statements regarding the continued and
initial listing of Poniard's common stock on The Nasdaq Capital
Market, Poniard's ability to consummate the merger with ALLOZYNE,
and other matters that involve known and unknown benefits, risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to differ
materially from results expressed or implied in this press release.
Such risks include, among others: the failure of Poniard
shareholders to approve the issuance of shares in connection with
the merger and/or the required reverse stock split; the failure of
ALLOZYNE stockholders to approve the merger; Poniard's ability to
satisfy Nasdaq conditions for continued and initial listing of its
common stock; actions by the SEC and NASDAQ; the failure of Poniard
or ALLOZYNE to meet any of the conditions to the closing of the
merger; the failure to realize the anticipated benefits of the
merger or delay in realization thereof; the cash positions of
Poniard and ALLOZYNE at closing of the merger; the ability of the
combined company to obtain substantial additional financing on a
timely basis and on favorable terms; the difficulty of developing
biopharmaceutical products and obtaining regulatory or other
approvals; the uncertainty regarding market acceptance of any
products for which regulatory approval is obtained; whether certain
market segments grow as anticipated; the competitive environment in
the biopharmaceutical industry; the potential inability of Poniard
to obtain, maintain, and enforce patent and other intellectual
property protection for its product candidates; the success of
future clinical trials; and the ability of Poniard to enter into
and maintain collaborative arrangements to develop picoplatin on
favorable terms. Actual results may differ materially from those
contained in the forward-looking statements in this press release.
Additional information concerning these and other risk factors is
contained in Poniard's Annual Report on Form 10-K for the year
ended December 31, 2010 and Poniard's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2011. In addition, investors and
security holders are also urged to read carefully the risk factors
set forth in the definitive proxy statement/prospectus/consent
solicitation when it becomes available.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. Poniard undertakes no obligation to update any
forward-looking statements to reflect new information, events or
circumstances after the date of this release or to reflect the
occurrence of unanticipated events. All forward-looking statements
are qualified in their entirety by this cautionary statement.
For Further Information: David Pitts Argot Partners (212)
600-1902 Email Contact
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