AlgoRx and Corgentech to Mail Definitive Proxy for Proposed Merger
17 11월 2005 - 9:00PM
PR Newswire (US)
December 15, 2005 Set for Stockholder Meetings SECAUCUS, N.J. and
SOUTH SAN FRANCISCO, Calif., Nov. 17 /PRNewswire-FirstCall/ --
AlgoRx Pharmaceuticals, Inc. and Corgentech Inc. (NASDAQ:CGTK)
today announced that the joint proxy statement/prospectus in
connection with the merger transaction involving Corgentech and
AlgoRx is being mailed to both companies' stockholders. The
companies will convene respective special meetings for stockholders
on Thursday, December 15, 2005. The Corgentech meeting will be held
at 1:00 p.m. PST at The Westin San Francisco Airport, 1 Old
Bayshore Highway, Millbrae, CA 94030. The AlgoRx meeting will be
held at 1:00 p.m. EST at Heller Ehrman LLP, Times Square Tower, 7
Times Square, New York 10036. Stockholders at the close of business
on November 8, 2005, the record date for each meeting, will be
eligible to vote at the meetings. The transaction is expected to
close shortly after the stockholder meetings, assuming Corgentech
and AlgoRx receive stockholder approval and satisfaction of other
closing conditions. At the meetings, Corgentech and AlgoRx
stockholders will be asked to approve certain matters related to
the previously announced merger between the companies. The proposed
merger transaction was first announced in a joint press release on
September 26, 2005. Under the terms of the agreement, Corgentech
will issue, and AlgoRx stockholders will receive in a tax-free
exchange, shares of Corgentech common stock such that AlgoRx
stockholders will own approximately 62 percent of the combined
company on a pro forma basis and Corgentech stockholders will own
approximately 38 percent. About AlgoRx AlgoRx is a private,
emerging pharmaceutical company focused on developing and
commercializing a diversified portfolio of pharmaceutical product
candidates to address pain, a large and under-served market.
AlgoRx's portfolio of pain management drug candidates includes
ALGRX 3268, which has completed Phase 3 clinical trials, ALGRX
4975, which is in Phase 2 clinical trials, and ALGRX 1207, which is
soon to enter the clinic. AlgoRx is based in Secaucus, NJ. For more
information on the company and its technologies, please visit
http://www.algorx.com/. About Corgentech Corgentech is a
biopharmaceutical company focused on the development and
commercialization of novel therapeutics for significant unmet
medical needs. Corgentech is based in South San Francisco, CA. For
more information on the company and its technologies, please visit
http://www.corgentech.com/. Forward Looking Statements This press
release includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Words such as "expect," "estimate,"
"project," "budget," "forecast," "anticipate," "intend," "plan,"
"may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to
identify such forward-looking statements. Forward-looking
statements in this press release include, without limitation, the
timing of events related to the proposed merger, and other matters
that involve known and unknown risks, uncertainties and other
factors that may cause actual results, levels of activity,
performance or achievements to differ materially from results
expressed or implied by this press release. Such risk factors
include, among others: whether the companies can successfully
develop new products and the degree to which these gain market
acceptance. Actual results may differ materially from those
contained in the forward-looking statements in this press release.
Additional information concerning these and other risk factors is
contained in Corgentech's Form 10-K/A for the year ended December
31, 2004 and most recently filed Form 10-Q. Corgentech and AlgoRx
undertake no obligation and do not intend to update these
forward-looking statements to reflect events or circumstances
occurring after this press release. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this press release. All forward-looking
statements are qualified in their entirety by this cautionary
statement. Additional Information and Where to Find It Corgentech
Inc. has filed a registration statement on Form S-4/A, and
Corgentech and AlgoRx Pharmaceuticals, Inc. have filed a related
joint proxy statement/prospectus, in connection with the merger
transaction involving Corgentech and AlgoRx. Investors and security
holders are urged to read the registration statement on Form S-4/A
and the related joint proxy statement/prospectus because they
contain important information about the merger transaction.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at the SEC's web
site at http://www.sec.gov/. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC
by contacting Corgentech Investor Relations at the email address: .
Corgentech, AlgoRx and their directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the stockholders of Corgentech and AlgoRx in connection with the
merger transaction. Information regarding the special interests of
these directors and executive officers in the merger transaction is
included in the joint proxy statement/prospectus of AlgoRx and
Corgentech described above. Additional information regarding the
directors and executive officers of Corgentech is also included in
Corgentech's proxy statement for its 2005 Annual Meeting of
Stockholders, which was filed with the SEC on April 27, 2005. This
document is available free of charge at the SEC's web site at
http://www.sec.gov/ and from Investor Relations at Corgentech as
described above. DATASOURCE: Corgentech Inc. CONTACT: Jennifer Cook
Williams, Senior Director, Investor Relations, of Corgentech Inc.,
+1-650-624-9600, or Web site: http://www.algorx.com/ Web site:
http://www.corgentech.com/
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