MDRNA, Inc. Encourages Stockholders to Vote Their Shares
Mdrna (MM) (NASDAQ:MRNA)
Intraday Stock Chart
Today : Tuesday 20 July 2010
MDRNA, Inc.(NASDAQ: MRNA) announced today that it is encouraging all stockholders to promptly submit their voting instructions for the annual meeting of stockholders to be held on Wednesday, July 21, 2010, at 10:00 a.m. Eastern Time. Stockholders who have not yet voted may still vote in advance of the meeting by telephone or internet, as described below. Management encourages all stockholders to promptly cast their votes to ensure that votes are counted in the tabulation at the meeting.
As of July 19, 2010, the Company has achieved a quorum for purposes of the annual meeting of stockholders. With respect to Proposal No. 1 regarding approval of the shares to be issued in the merger, the Company has obtained "FOR" votes well in excess of the required majority of the shares voting. As of today, approximately 94% of the shares voted with respect to Proposal No. 1 have voted "FOR" Proposal No. 1 and approximately 90% of the shares voted with respect to Proposal No. 8 have voted "FOR" Proposal No. 8. However, the Company has not received the requisite votes for passage of Proposal No. 8 regarding an amendment to the Company's Certificate of Incorporation to increase its authorized shares of common stock to permit the number of shares to be issued in the proposed merger with Cequent Pharmaceuticals, Inc. Proposal No. 8 is a non-routine proposal that requires the affirmative vote of a majority of all issued and outstanding shares of common stock as of the record date of June 2, 2010. As such, brokers who hold shares for stockholders in "street name" cannot vote such shares regarding Proposal No. 8 without specific instructions from the underlying stockholder.
MDRNA has engaged Morrow & Co., a proxy solicitation firm, to contact stockholders by telephone to encourage voting. Stockholders that have not already voted may receive calls prior to the meeting from Morrow on behalf of the Company.
INSTRUCTIONS FOR VOTING:
* Stockholders may cast their votes on the internet at www.proxyvote.com. Please have the proxy control number from the proxy card available and follow the instructions provided on the proxy.
* Stockholders who wish to vote by phone may call Morrow & Co. toll-free at 1-800-607-0088 to vote by phone, or to receive instructions on voting by phone.
* Stockholders may also contact their brokerage firms for help with casting their votes, but your broker cannot vote your shares for you without your instructions.
"We continue to believe, and the shareholder vote to date indicates that shareholders believe the merger with Cequent Pharmaceuticals is in the best interest of the Company. In fact, in excess of 90% of the shares voted with respect to Proposal No. 8 have supported it. However, we need a majority of the issued and outstanding shares voting 'FOR' Proposal 8 in order to avoid having to take the steps described below to complete the merger," said J. Michael French, the President and Chief Executive Officer of MDRNA.
If the Company does not have the requisite votes to approve Proposal No. 8, then it intends to effect a 1-for-4 reverse split of its common stock in order to facilitate the completion of the merger and to provide the Company with the benefits of a reverse stock split described in the Company's proxy statement for the 2009 annual meeting at which stockholders approved a range of reverse stock splits. Such a split will enable the Company to have enough authorized shares to consummate the merger without the approval of Proposal No. 8. The Board of Directors, with the advice of its financial advisors, has selected the 1-for-4 reverse split because it believes a split at that level will significantly benefit the Company's future compliance with Nasdaq's continuing listing requirements and may increase the Company's appeal to a broader range of investors in potential future financing transactions.
The reverse split would be effective after the close of trading of MDRNA's common stock on The NASDAQ Global Market on Wednesday, July 21, 2010. The stockholders of MDRNA approved a range of reverse splits, including this ratio, at its 2009 annual stockholders' meeting.
About MDRNA, Inc.
