Poniard Pharmaceuticals, Inc. (NASDAQ: PARD) announced today that
Egan-Jones Proxy Services, an independent proxy advisory firm, has
recommended that Poniard shareholders vote "FOR" all proposals
listed in the Company's proxy statement materials, including the
proposal related to the issuance of stock in connection with its
proposed merger with ALLOZYNE, Inc. and the proposal to effect a
reverse stock split of Poniard's outstanding common stock at a
ratio of 1-for-40.
In its report, dated October 25, 2011, Egan-Jones stated the
following:
- "Based on our review of publicly available information on
strategic, corporate governance and financial aspects of the
proposed transaction [with ALLOZYNE], Egan-Jones views the proposed
transaction to be a desirable approach in maximizing shareholder
value and we believe that the proposed issuance of the Company's
common stock in relation to the Acquisition is advisable and
favorable to and, therefore, fair to and in the best interests of
the shareholders."
- "We believe that a reverse stock split may be desirable for the
Company for a number of reasons. A reverse stock split of its
common stock will increase the market price of its common stock so
that Poniard is able to achieve the initial listing requirements
for The NASDAQ Capital Market upon completion of the merger and
thereafter maintain compliance with the NASDAQ minimum bid price
listing standard for the foreseeable future."
Poniard shareholders are encouraged to read the definitive proxy
statement/prospectus/consent solicitation dated October 10, 2011,
which includes a comprehensive discussion of the proposed merger,
and the stock issuance and reverse stock split proposals. The
Company's Board of Directors unanimously recommends that Poniard
shareholders vote "FOR" all proposals, in person or by proxy, at
the upcoming special shareholder meeting to be held on November 21,
2011.
Assuming shareholders approve the issuance of Poniard common
stock pursuant to the merger agreement and the other proposals set
forth in the proxy statement/prospectus/consent solicitation,
immediately following the merger, Poniard will change its name to
ALLOZYNE, Inc.
The merger would result in a Nasdaq-listed biotechnology company
focused on developing and commercializing therapeutics in the areas
of autoimmune and inflammatory disease and cancer.
How to Vote Your Shares
Poniard urges all shareholders to vote as soon as possible:
- By Phone: Call toll free (800) 454-8683
and have your control number as listed on the voting instruction
form ready and follow the simple instructions;
- Over the Internet: Shareholders may also
cast their votes on the internet at www.proxyvote.com as long as
they know their proxy control number on their notice of internet
availability or proxy card;
- Through Their Stockbroker: Shareholders
may also contact their stockbrokers for help with casting their
votes;
- By Mail: Shareholders may vote by mailing
in the proxy card they received with their proxy materials; or
- In Person: Shareholders may vote by
attending the special meeting in person on Monday, November 21,
2011 at 9:00 a.m. Pacific Time at the offices of Bay City Capital,
750 Battery Street, Suite 400, San Francisco, CA 94111.
Votes submitted by phone or over the internet
must be received by 11:59 p.m. Eastern Time on November 20,
2011.
Please note that voting by phone or internet
may require that you have your proxy control number available.
This number is printed on the notice of internet
availability of proxy materials or proxy card mailed to you.
Shareholders with questions about the proposals or
who need assistance voting their shares are strongly encouraged to
contact Poniard's proxy solicitation firm, D.F. King & Co.,
Inc. at 800-967-7635.
Important Additional Information
On July 25, 2011, Poniard filed a Registration Statement on Form
S-4 (No. 333-75778), which included a preliminary proxy
statement/prospectus/consent solicitation in connection with the
merger. The Registration Statement was declared effective on
October 7, 2011 and the definitive proxy
statement/prospectus/consent solicitation dated October 10, 2011,
was mailed to Poniard and ALLOZYNE stockholders on or about October
13, 2011. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS/CONSENT
SOLICITATION AND ANY SUPPLEMENTS OR AMENDMENTS THERETO BECAUSE
THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT PONIARD,
ALLOZYNE AND THE MERGER.
Investors and security holders may obtain free copies of the
definitive proxy statement/prospectus/consent solicitation and
other documents filed with the SEC by Poniard through the website
maintained by the SEC at http://www.sec.gov. In addition, investors
and security holders can obtain free copies of these materials from
Poniard by calling Poniard Investor Relations at (650) 583-3774, by
requesting them in writing from Poniard, 750 Battery Street, Suite
330, San Francisco, CA 94111, or by visiting the Poniard website at
http://www.poniard.com.
Poniard and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from shareholders
in favor of the proposed transaction. Information regarding the
directors and executive officers of Poniard and their interests in
the proposed transaction is available in the definitive proxy
statement/prospectus/consent solicitation.
About Poniard Pharmaceuticals
Poniard Pharmaceuticals, Inc. is a biopharmaceutical company
focused on the development and commercialization of innovative
oncology products. For additional information please visit
http://www.poniard.com.
Permission to use quotations from the Egan-Jones report was
neither sought nor obtained.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1994. Words such as "expect," "estimate,"
"project," "forecast," "anticipate," "may," "will," "can," "could,"
"should," "believes," "predicts," "potential," "continue," and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements include, without limitation,
statements regarding corporate strategy, forecasts of product
development and commercialization, the Company's ability to effect
the reverse stock split and consummate the merger with ALLOZYNE,
the potential benefits of the proposed merger, potential
transaction timing, anticipated future operations, projected
capital needs, the availability of future funding and other matters
that involve known and unknown benefits, risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to differ materially from results
expressed or implied in this press release. Such risk include,
among others: Poniard's current cash position, the failure of the
Poniard or ALLOZYNE stockholders to approve the merger and/or the
required reverse stock split; Poniard's ability to satisfy Nasdaq
conditions for continued or initial listing of its common stock;
actions by the SEC or Nasdaq; the failure of Poniard or ALLOZYNE to
meet any of the conditions to the closing of the merger; the
failure to realize the anticipated benefits of the merger or delay
in realization thereof; the cash positions of Poniard and ALLOZYNE
at closing of the merger; the ability of the combined company to
obtain substantial additional financing on a timely basis and on
favorable terms; the difficulty of developing biopharmaceutical
products and obtaining regulatory or other approvals; the
uncertainty regarding market acceptance of any products for which
regulatory approval is obtained; whether certain market segments
grow as anticipated; the competitive environment in the
biopharmaceutical industry; the potential inability of Poniard to
obtain, maintain, and enforce patent and other intellectual
property protection for its product candidates; the success of
future clinical trials; and the ability of Poniard to enter into
and maintain collaborative arrangements to develop picoplatin on
favorable terms. 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 Poniard's Annual Report on Form 10-K for the year
ended December 31, 2010 and Poniard's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2011. In addition, investors
and security holders are also urged to read carefully the risk
factors set forth in the definitive proxy
statement/prospectus/consent solicitation dated October 10,
2011.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. Poniard undertakes no obligation to update any
forward-looking statements to reflect new information, events or
circumstances after the date of this release or to reflect the
occurrence of unanticipated events. All forward-looking statements
are qualified in their entirety by this cautionary statement.
For Further Information: Investors: Kristian Klein DF King (212)
232-2247 Email Contact Media: David Pitts Argot Partners (212)
600-1902 Email Contact
Poniard Pharmaceuticals, Inc. (MM) (NASDAQ:PARD)
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Poniard Pharmaceuticals, Inc. (MM) (NASDAQ:PARD)
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