Aviragen and Vaxart Amend Terms of Merger Agreement
OREANDA-NEWS. February 08, 2018. Aviragen Therapeutics, Inc. (NASDAQ:AVIR) and Vaxart, Inc. today announced that the companies have agreed to amend the terms of their previously announced merger agreement to increase the proposed ownership percentage of Aviragen stockholders of the combined company. Under the new terms, Aviragen stockholders would now own 49% of the combined company, up from 40% under the previous agreement. This nine percentage point improvement from 40% in the original agreement represents a 22.5% increase in the ownership stake that Aviragen stockholders will have in the combined company.
The amended agreement has been unanimously approved by the Boards of Directors of both companies. The Aviragen Board recommends that Aviragen stockholders vote FOR the merger at the Special Meeting of Stockholders on February 9, 2018. If stockholders have already voted FOR the merger, there is no need to vote again. If stockholders have not yet voted, they are encouraged to vote FOR the merger. If stockholders have voted AGAINST the merger, they may change their vote and vote FOR the merger. All votes must be received before 11:59 pm EST on February 8, 2018.
Wouter Latour, M.D., Chief Executive Officer of Vaxart, Inc., said, “The amended terms reflect our commitment to completing the transaction with Aviragen. Our Board and management believe in the strategic value of the merger and we look forward to creating meaningful value for all stockholders.”
Joseph M. Patti, Ph.D., President and Chief Executive Officer of Aviragen Therapeutics, said, “Aviragen’s Board and management team have been focused on achieving the best possible outcome from our strategic review process. In working closely with one of our main stockholders to maximize the value of the proposed transaction, we have amended the merger agreement to underscore this commitment. Aviragen stockholders will now have a 22.5% increase in their ownership stake and a greater share of the upside potential of the combined company.”
Aviragen Special Meeting of Stockholders
Aviragen intends to reconvene its Special Meeting of Stockholders to vote on the proposed merger on February 9, 2018 at 12:00 pm EST. Should Aviragen stockholders vote to approve the proposed merger, Aviragen and Vaxart intend to close the transaction shortly thereafter.
Aviragen Stockholders are Encouraged to Vote FOR the Transaction Today
Aviragen’s Board strongly urges stockholders to vote FOR the proposed merger today. Each vote is extremely important, no matter how many or how few shares are owned. The affirmative vote of the holders of a majority of the shares of Aviragen common stock properly cast at the Aviragen Special Meeting is required to approve the proposed merger. Please take a moment to vote FOR the proposals necessary to approve the proposed merger today – by telephone, by Internet or by signing, dating and returning the WHITE proxy card. Please discard any BLUE proxy card you may receive from the CAS Group.
Stockholders with questions or requiring assistance voting their shares should contact Aviragen’s proxy solicitor, D.F. King & Co., Inc., toll-free at (800) 967-5074 or toll at (201) 806-7301. Each vote is extremely important, no matter how many or how few shares are owned.
Stifel, Nicolaus & Company, Incorporated is acting as financial advisor to Aviragen, and Dechert LLP is serving as legal counsel to Aviragen. Cooley LLP is serving as legal counsel to Vaxart.
About Aviragen Therapeutics
Aviragen Therapeutics is focused on the discovery and development of the next generation of direct-acting antivirals to treat infections that have limited therapeutic options and affect a significant number of patients globally. It has three Phase 2 clinical stage compounds: BTA074 (teslexivir), an antiviral treatment for condyloma caused by human papillomavirus types 6 and 11; vapendavir, a capsid inhibitor for the prevention or treatment of rhinovirus (RV) upper respiratory infections; and BTA585 (enzaplatovir), a fusion protein inhibitor in development for the treatment of respiratory syncytial virus infections. Aviragen also receives royalties from marketed influenza products, Relenza® and Inavir®. For additional information, please visit www.aviragentherapeutics.com.
Vaxart is a clinical-stage company developing a range of oral recombinant vaccines based on its proprietary delivery platform. Vaxart vaccines are administered using convenient room temperature-stable tablets that can be stored and shipped without refrigeration and eliminate risk of needle-stick injury. Its development programs are oral tablet vaccines designed to protect against norovirus, seasonal influenza and respiratory syncytial virus (RSV), as well as a therapeutic vaccine for human papillomavirus (HPV), Vaxart’s first immuno-oncology indication. For more information, please visit www.vaxart.com.