Biotech Values

[BTH]

PARD halted.

Anyone still own that POS? I didn't even realize they hadn't run out of money yet.


EDIT:

Poniard Pharmaceuticals and ALLOZYNE Sign Definitive Merger Agreement

Market Wire
4:26 PM Eastern Daylight Time Jun 22, 2011
Poniard Pharmaceuticals

SAN FRANCISCO, CA and SEATTLE, WA, Jun 22 (Marketwire) --
Combined Company to Focus on Advancing ALLOZYNE's Clinical Stage
Product
Pipeline and Next Generation Biologics Platform; Will Seek
Partnership
for Picoplatin

Conference Call Scheduled for Today, June 22, at 5:00 PM Eastern Time

Poniard Pharmaceuticals, Inc. (NASDAQ: PARD), a biopharmaceutical
company focused on innovative oncology therapies, today announced the
signing of a definitive merger agreement with ALLOZYNE, Inc., a privately
held biotechnology company focused on the development of bioconjugated
protein therapeutics. The merger transaction will bring together
ALLOZYNE's autoimmune disease product pipeline and proprietary protein
engineering platform and Poniard's oncology assets, including picoplatin,
a Phase III-ready chemotherapeutic agent. The combined company is
expected to focus its resources on advancing the ALLOZYNE products and
platforms, and will seek a partnership for the continued development of
picoplatin.

Under the terms of the merger agreement, Poniard will issue shares of its
common stock to ALLOZYNE stockholders based on an exchange ratio to be
determined prior to closing of the transaction. Under the exchange ratio
formula in the merger agreement, the former ALLOZYNE stockholders are
expected to own approximately 65 percent of the combined company, and the
former Poniard shareholders are expected to own approximately 35 percent
of the combined company, each on a fully diluted basis. The exchange
ratio has been calculated using the 5-day average closing sales price of
Poniard common stock prior to the merger announcement, or $0.2270 per
share. The exchange ratio is subject to adjustment as described in the
merger agreement. If the merger is consummated, the combined company will
be renamed ALLOZYNE, Inc. and will be based in Seattle.

The merger transaction has been approved by the boards of directors of
both companies and is currently anticipated to close during the second
half of 2011, subject to filing of a registration statement and proxy
statement with the Securities and Exchange Commission (SEC), approval by
ALLOZYNE's and Poniard's respective stockholders, receipt of approval for
listing of the combined company's common stock on The NASDAQ Capital
Market, and other customary conditions of closing.

Following closing of the merger, Meenu Chhabra, President and CEO of
ALLOZYNE, will become President, CEO and a director of the combined
company. In addition to Ms. Chhabra, the board of directors of the
combined company is expected to consist of two current Poniard directors
(Ronald A. Martell and another individual to be selected by the Poniard
board), three current ALLOZYNE directors (Steven Gillis, Ph.D., Michael
Steinmetz, Ph.D. and Carl Weissman) and one new independent director
selected by a majority of the combined company's board.

"We view this merger as a critical step in our goal of maximizing
long-term value for our shareholders," said Ronald A. Martell, Chief
Executive Officer of Poniard. "A merger with ALLOZYNE represents a new
strategic direction for Poniard's shareholders, the risks of which, we
believe, are mitigated and upside driven by a promising clinical asset, a
pipeline of novel protein therapeutics, a proprietary biologic
therapeutic platform offering significant partnership opportunities, and
the potential of picoplatin."

Ms. Chhabra stated: "We believe that ALLOZYNE's proprietary platform may
enable us to enhance virtually any biologic therapeutic, including
therapeutic proteins and antibodies. Our lead product, AZ01, a
clinical-stage, PEGylated interferon ² for multiple sclerosis, could
replace existing weekly or twice-weekly interferon treatment with monthly
dosing and has the potential to address a significant unmet need in this
multi-billion dollar market. By merging with Poniard, we believe we can
access the public capital markets to accelerate our strategic plan. This
plan includes the advancement of AZ01 into Phase II study, the
advancement of AZ17, a bispecific antibody with broad potential in
autoimmune and inflammatory diseases, into the clinic, and the further
validation of our discovery platforms among potential partners."

Additional Information about the Proposed Transaction

The merger will take the form of a stock-for-stock merger intended to
qualify as a tax-free reorganization. Under the terms of the agreement,
all outstanding shares of ALLOZYNE common and preferred stock will be
exchanged for shares of Poniard common stock and all outstanding ALLOZYNE
options and warrants will be exchanged for options and warrants to
acquire Poniard common stock.

In connection with the merger, Bay City Capital LLC (BCC), a principal
shareholder of Poniard, has executed a binding commitment to loan Poniard
$2.4 million, on a nonrecourse basis prior to closing of the merger to
satisfy certain obligations under the merger agreement. The loan will
accrue interest at a rate of 18 percent per annum and will be secured by
a first priority security interest on all of Poniard's picoplatin assets.
The principal amount of the loan, all accrued interest thereon and all
other amounts due under the loan agreement must be repaid in full within
one year after the date of the loan.

Concurrent with execution of the merger agreement, holders of
approximately 21 percent of Poniard's common stock entered into
agreements to vote their Poniard shares in favor of the transaction and
refrain from selling any Poniard shares they hold for six months
following the closing of the transaction. In addition, stockholders
holding approximately 63 percent of ALLOZYNE's capital stock have entered
into similar agreements, whereby they have agreed to vote their ALLOZYNE
shares in favor of the merger and refrain from selling any of the Poniard
shares they receive in the merger for six months following the closing of
the transaction.

Additional information regarding the merger terms are set forth in
Poniard's current report on Form 8-K regarding the transaction that will
be filed with the SEC and which should be reviewed carefully in
conjunction with this press release.

Required Reverse Stock Split

As a condition to closing the merger, Poniard is required to obtain
approval to list the common stock of the combined company on The NASDAQ
Capital Market. Poniard will need to complete a reverse stock split,
subject to shareholder approval, to comply with the NASDAQ listing
requirements.

As previously announced, Poniard's 2011 Annual Meeting of Shareholders
will be reconvened at 9:00 AM, Pacific Time, on July 8, 2011, to vote on
a proposal to approve a reverse stock split at an exchange ratio of
between 1-for-15 and 1-for-25, as determined by its board of directors.
The reverse stock split proposal is described in detail in Poniard's
definitive proxy statement filed with the SEC on April 27, 2011. A copy
of the proxy statement can be found at www.sec.gov or is available from
Poniard's proxy solicitor, D.F. King & Co., Inc., at [phone]. In
addition, investors and security holders can obtain copies of the proxy
statement without charge from Poniard Pharmaceuticals, Inc., 750 Battery
Street, Suite 330, San Francisco, CA 94111, Attention: Investor
Relations, [phone], or from www.poniard.com. All Poniard
shareholders who have not yet voted "FOR" the reverse split are urged to
contact D.F. King & Co. at [phone] for assistance in voting their
shares on this important proposal.