Poniard Pharmaceuticals Announces Filing of Form S-4 Registration Statement Related to Proposed Merger With ALLOZYNE
Company to Seek Shareholder Approval of Merger, Reverse Stock Split; Pending Appeal, Company Received Notice of Delisting From The Nasdaq Capital Market
Press Release Source: Poniard Pharmaceuticals On Monday July 25, 2011, 5:38 pm EDT
SAN FRANCISCO, CA--(Marketwire - 07/25/11) - Poniard Pharmaceuticals, Inc. (NASDAQ:PARD - News) announced today that it has filed a Form S-4 Registration Statement with the U.S. Securities and Exchange Commission ("SEC") relating to its proposed merger with ALLOZYNE, Inc., a privately held biotechnology company focused on the development of bioconjugated protein therapeutics. The definitive merger agreement was entered into on June 22, 2011. 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.
"We believe that the proposed merger of Poniard and ALLOZYNE will create a robust company with a multifaceted strategy and presents a unique opportunity for creating long-term value for our shareholders," said Ronald A. Martell, Chief Executive Officer of Poniard. "With shareholder support for the merger and the necessary reverse split of Poniard's common stock, we anticipate closing of the transaction during the second half of 2011."
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. 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-25. Poniard will need to implement the reverse stock split to obtain the listing of the combined company on The Nasdaq Capital Market, which is one of the conditions to the closing of the merger. Once the Registration Statement is declared effective by the SEC, Poniard expects to set a record date for shareholders entitled to notice of and to vote at the special meeting as well as a meeting date.
Poniard also announced today that on July 19, 2011, it received written notice from the Nasdaq Listing Qualifications Staff that the Company's common stock will be delisted from The Nasdaq Capital Market effective July 28, 2011, for failure to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. The Company has requested an oral hearing before a Nasdaq Hearings Panel to appeal the determination and present a plan to regain compliance with all applicable listing requirements. The hearing request and hearing stay the delisting pending the Panel's decision. There can be no assurance that the Company's plan of compliance will be accepted by the Panel or that the appeal otherwise will be successful.
As previously announced, on July 20, 2010, the Nasdaq Staff notified the Company that the bid price of its common stock had closed at less than $1.00 per share over the previous 30 consecutive business days and, as a result, did not comply with Listing Rule 5450(a)(1). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until January 18, 2011, to regain compliance with the minimum bid price requirement. On December 17, 2010, the Company transferred its common stock listing to The Nasdaq Capital Market and subsequently, on January 19, 2011, was afforded a second 180 calendar day compliance period, or until July 18, 2011. The Company has not regained compliance with the minimum bid price requirement.
As described in its definitive Proxy Statement filed with the SEC on April 27, 2011, Poniard recently sought shareholder approval of a proposal authorizing its Board of Directors to effect a reverse stock split. On July 22, 2011, the Company adjourned the annual meeting of shareholders with an insufficient number of returned proxies and "FOR" votes to approve the reverse stock split proposal. Of the Company's common shares outstanding and entitled to vote at the annual meeting, approximately 49.2 percent returned proxies. Among returned proxies, approximately 91.6 percent (representing approximately 29.1 million votes) voted in favor of the reverse stock split proposal. Approximately 0.9 percent of total shares abstained, and approximately 7.5 percent of total shares voted against the reverse stock split proposal. The affirmative vote of a majority of the Poniard shares outstanding and entitled to vote is required to approve a reverse stock split under applicable law.
Important Additional Information
On July 25, 2011, Poniard filed a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus/consent solicitation in connection with the merger. Once declared effective by the SEC, the definitive proxy statement/prospectus/consent solicitation included in the Form S-4 will be mailed to Poniard and ALLOZYNE shareholders. Investors and security holders of Poniard and ALLOZYNE are urged to read the definitive 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, when it becomes available, 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 respective 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 definitive proxy statement/prospectus/information statement, when it becomes available.
