ARCA biopharma, Inc. (NASDAQ: ABIO) (“ARCA”) today announced that
its Board of Directors has declared a special cash dividend (the
“Special Dividend”) in connection with the previously announced
merger (the “Merger”) with Oruka Therapeutics, Inc. (“Oruka”)
pursuant to the Agreement and Plan of Merger and Reorganization,
dated April 3, 2024 (the “Merger Agreement”).
The Special Dividend, which ARCA estimates will
be $1.59 per share of ARCA’s common stock, will be payable in cash
to the stockholders of record as of August 26, 2024. The exact
amount of the Special Dividend will be calculated pursuant to the
Merger Agreement and based on ARCA’s reasonable, good faith
approximation of the amount by which ARCA’s net cash, as determined
prior to the closing of the Merger, will exceed $5,000,000. Total
actual distribution of the amount of the Special Dividend could be
higher or lower than $1.59 per share and the estimate for amount to
be distributed to stockholders could change. The payment date in
respect of the Special Dividend is scheduled for August 28,
2024.
Payment of the Special Dividend is conditioned
upon approval by the ARCA stockholders of the Merger, which ARCA’s
stockholders will consider and vote upon at the special meeting of
ARCA stockholders scheduled for 9:00 a.m. MT on August 22, 2024.
Closing of the Merger is expected to occur on
August 29, 2024 assuming that the transaction is approved
by ARCA’s stockholders and the satisfaction or waiver of all
conditions under the Merger Agreement.
If you need assistance in voting your shares or
have questions regarding the special meeting of ARCA’s
stockholders, please contact ARCA’s proxy solicitor, Innisfree
M&A Incorporated at (877) 750-8310 (toll-free).
About ARCA biopharma
ARCA biopharma is dedicated to developing
genetically and other targeted therapies for cardiovascular
diseases through a precision medicine approach to drug development.
For more information, please visit www.arcabio.com or follow
the company on LinkedIn.
About Oruka Therapeutics
Oruka Therapeutics is developing novel biologics
designed to set a new standard for the treatment of chronic skin
diseases. Oruka’s mission is to offer patients suffering from
chronic skin diseases like plaque psoriasis the greatest possible
freedom from their condition by achieving high rates of complete
disease clearance with dosing as infrequently as one or twice a
year. Oruka is advancing a proprietary portfolio of
potentially best-in-class antibodies that were engineered
by Paragon Therapeutics and target the core mechanisms underlying
plaque psoriasis and other dermatologic and inflammatory diseases.
For more information, visit www.orukatx.com.
Forward-Looking Statements
This communication contains forward-looking
statements (including within the meaning of Section 21E of the
Exchange Act and Section 27A of the Securities Act) concerning
ARCA, Oruka, the proposed transactions and other matters. These
forward-looking statements include express or implied statements
relating to the structure, timing and completion of the proposed
Merger; the combined company’s listing on Nasdaq after closing of
the proposed Merger; expectations regarding the ownership structure
of the combined company; the expected executive officers and
directors of the combined company; each company’s and the combined
company’s expected cash position at the closing of the proposed
Merger (including completion of Oruka’s private placement) and cash
runway of the combined company; the expected contribution and
payment of dividends in connection with the Merger, including the
timing thereof; the future operations of the combined company; the
nature, strategy and focus of the combined company; the development
and commercial potential and potential benefits of any product
candidates of the combined company; anticipated preclinical and
clinical drug development activities and related timelines,
including the expected timing for data and other clinical results;
the combined company having sufficient resources to advance its
pipeline candidates; and other statements that are not historical
fact. The words “anticipate,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions (including the negatives of these
terms or variations of them) may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. These forward-looking statements
are based on current expectations and beliefs concerning future
developments and their potential effects. There can be no assurance
that future developments affecting ARCA, Oruka, including the
pre-closing private financing, or the Merger will be those that
have been anticipated.
The forward-looking statements contained in this
communication are based on current expectations and beliefs
concerning future developments and their potential effects and
therefore subject to other risks and uncertainties. These risks and
uncertainties include, but are not limited to, risks associated
with the possible failure to satisfy the conditions to the closing
or consummation of the Merger, including ARCA’s failure to obtain
stockholder approval for the Merger, risks associated with the
potential failure to complete the financing transaction in a timely
manner or at all, risks associated with the uncertainty as to the
timing of the consummation of the Merger and the ability of each of
ARCA and Oruka to consummate the transactions contemplated by the
Merger, risks associated with ARCA’s continued listing on Nasdaq
until closing of the Merger, the failure or delay in obtaining
required approvals from any governmental or quasi-governmental
entity necessary to consummate the Merger; the occurrence of any
event, change or other circumstance or condition that could give
rise to the termination of the Merger prior to the closing or
consummation of the Merger, risks associated with the possible
failure to realize certain anticipated benefits of the Merger,
including with respect to future financial and operating results;
the effect of the completion of the Merger on the combined
company’s business relationships, operating results and business
generally; risks associated with the combined company’s ability to
manage expenses and unanticipated spending and costs that could
reduce the combined company’s cash resources; risks related to the
combined company’s ability to correctly estimate its operating
expenses and other events; changes in capital resource
requirements; risks related to the inability of the combined
company to obtain sufficient additional capital to continue to
advance its product candidates or its preclinical programs; the
outcome of any legal proceedings that may be instituted against the
combined company or any of its directors or officers related to the
Merger Agreement or the transactions contemplated thereby; the
ability of the combined company to obtain, maintain and protect its
intellectual property rights, in particular those related to its
product candidates; the combined company’s ability to advance the
development of its product candidates or preclinical activities
under the timelines it anticipates in planned and future clinical
trials; the combined company’s ability to replicate in later
clinical trials positive results found in preclinical studies and
early-stage clinical trials of its product candidates; the combined
company’s ability to realize the anticipated benefits of its
research and development programs, strategic partnerships,
licensing programs or other collaborations; regulatory requirements
or developments and the combined company’s ability to obtain
necessary approvals from the U.S. Food and Drug Administration or
other regulatory authorities; changes to clinical trial designs and
regulatory pathways; competitive responses to the Merger and
changes in expected or existing competition; unexpected costs,
charges or expenses resulting from the Merger; potential adverse
reactions or changes to business relationships resulting from the
completion of the Merger; legislative, regulatory, political and
economic developments; and those risks and uncertainties and other
factors more fully described in filings with the Securities and
Exchange Commission (“SEC”), including reports filed
on Form 10-K, 10-Q and 8-K, in other
filings that ARCA makes and will make with the SEC in
connection with the proposed Merger, including the Proxy
Statement/Prospectus described below under “Important Additional
Information About the Proposed Transaction Filed with the SEC,”
and in other filings made by ARCA with the SEC from time to
time and available at www.sec.gov. These forward-looking statements
are based on current expectations, and with regard to the proposed
transaction, are based on ARCA’s current expectations, estimates
and projections about the expected date of closing of the proposed
transaction and the potential benefits thereof, its business and
industry, management’s beliefs and certain assumptions made by
ARCA, all of which are subject to change. Such forward-looking
statements are made as of the date of this release, and the parties
undertake no obligation to update such statements to reflect
subsequent events or circumstances, except as otherwise required by
securities and other applicable law.
No Offer or Solicitation
This communication is not intended to and do not
constitute (i) a solicitation of a proxy, consent or approval
with respect to any securities or in respect of the proposed
transactions (the “Proposed Transactions”) between ARCA and Oruka
or (ii) an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities pursuant to the Proposed Transactions or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom. Subject to certain exceptions to be approved
by the relevant regulators or certain facts to be ascertained, the
public offer will not be made directly or indirectly, in or into
any jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR
DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.
Important Additional Information About
the Proposed Transaction Filed with the SEC
This communication is not a substitute for the
registration statement on Form S-4 or for any other document that
ARCA has filed or may file with the SEC in connection with the
Proposed Transactions. In connection with the Proposed
Transactions, ARCA has filed with the SEC a registration statement
on Form S-4, which contains a proxy statement/prospectus
of ARCA. ARCA URGES INVESTORS AND STOCKHOLDERS TO READ THE
REGISTRATION STATEMENT ON FORM S-4, PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS THAT ARE OR MAY BE FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY DO AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT ARCA, ORUKA, THE PROPOSED TRANSACTIONS
AND RELATED MATTERS. Investors and stockholders can obtain free
copies of the proxy statement/prospectus and other documents filed
by ARCA with the SEC through the website maintained by the SEC at
www.sec.gov. Stockholders are urged to read the proxy
statement/prospectus and the other relevant materials filed with
the SEC before making any voting or investment decision with
respect to the Proposed Transactions. In addition, investors and
stockholders should note that ARCA communicates with investors and
the public using its website (https://arcabio.com/investors/).
Participants in the
Solicitation
ARCA, Oruka and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Proposed Transactions. Information about ARCA’s directors and
executive officers including a description of their interests in
ARCA is included in the proxy statement/prospectus relating to the
Proposed Transactions and ARCA’s most recent Annual Report on
Form 10-K, including any information incorporated therein
by reference, each as filed with the SEC. Information about ARCA’s
and Oruka’s respective directors and executive officers and their
interests in the Proposed Transactions is included in the proxy
statement/prospectus relating to the Proposed Transactions filed
with the SEC.
ARCA biopharma Investor & Media
Contact:
Jeff Dekker720.940.2122ir@arcabio.com
Oruka Therapeutics Investor Relations
Contact:
Alan Lada650.606.7911Alan.lada@orukatx.com
ARCA Biopharma (NASDAQ:ABIO)
과거 데이터 주식 차트
부터 9월(9) 2024 으로 10월(10) 2024
ARCA Biopharma (NASDAQ:ABIO)
과거 데이터 주식 차트
부터 10월(10) 2023 으로 10월(10) 2024