Tanox, Inc. Stockholders Approve Merger With Genentech, Inc.
16 1월 2007 - 4:43AM
PR Newswire (US)
HOUSTON, Jan. 15 /PRNewswire-FirstCall/ -- Tanox, Inc.
(NASDAQ:TNOX) (the "Company") announced today that its stockholders
have voted to adopt the merger agreement providing for the merger
of the Company and a wholly owned subsidiary of Genentech, Inc.
(NYSE:DNA), at the Company's special meeting of stockholders held
today in Houston, Texas. Approximately 34.2 million shares of
common stock were voted at the special meeting in favor of the
adoption of the merger agreement, representing about 75.5 percent
of Tanox's total outstanding shares and 99.9 percent of the number
of shares voted at the meeting. Adoption by the affirmative vote of
the holders of a majority of shares of our common stock outstanding
on the record date was required. Under the terms of the merger
agreement, promptly following the closing of the merger, Tanox
stockholders would receive $20.00 in cash, without interest, for
each share of Tanox common stock held. This represents a premium of
approximately 47% over the last trading day before the proposed
merger was announced and a 51% premium over the average share price
over the 90 days before the proposed merger was announced. The
transaction is anticipated to close in the first quarter of 2007,
subject to expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and the satisfaction
of other customary closing conditions. The transaction was first
announced in a news release dated Nov. 9, 2006. About Tanox, Inc.
Tanox is a biotechnology company specializing in the development of
monoclonal antibodies. The company develops innovative
biotherapeutics for the treatment of immune-mediated diseases,
inflammation, infectious disease and cancer. Tanox's lead
investigational therapy, TNX-355, is a viral-entry inhibitor
antibody to treat HIV/AIDS. TNX-355 has shown significant antiviral
activity in Phase 2 clinical testing. Tanox's first-approved drug,
Xolair(R) (omalizumab), is the first antibody approved to treat
moderate-to-severe confirmed, allergic asthma. Xolair was developed
in collaboration with Genentech, Inc. and Novartis Pharma AG and is
approved for marketing in the United States, Canada and major
European countries. Tanox is based in Houston and has a
manufacturing facility in San Diego. Additional corporate
information is available at http://www.tanox.com/ . Tanox Safe
Harbor This news release contains forward-looking statements,
including, in particular, statements about Tanox's intention to
close the merger with Genentech's subsidiary. These are based on
Tanox's current assumptions, expectations and projections about
future events. Although Tanox believes that the expectations
reflected in these forward-looking statements are reasonable, Tanox
can give no assurance that the expectations will prove to be
correct. Numerous risks, uncertainties and other factors may cause
actual results to differ materially from those expressed in any
forward-looking statements. These factors include, but are not
limited to, (1) the occurrence of any event, change or other
circumstance that would give rise to the termination of the merger
agreement, (2) the outcome of any legal proceedings that have been
or may be instituted against Tanox and/or others relating to the
merger agreement, (3) the inability to complete the merger due to
the failure to satisfy other conditions to consummation of the
merger, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, and (4) the failure
of the merger to close for any other reason. There may be other
events in the future that Tanox is not able to accurately predict
or over which it has no control. The risk factors listed in Tanox's
Annual Report on Form 10-K for the year ended Dec. 31, 2005, filed
with the SEC and subsequently filed Forms 10-Q and 8-K, provide
examples of risks, uncertainties and events that may cause its
actual results or matters relating to the merger to differ
materially from the expectations described in forward-looking
statements. Tanox undertakes no obligation, other than as required
by applicable law, to update publicly any forward-looking
statements in light of new information or future events.
http://www.newscom.com/cgi-bin/prnh/20050207/TNOXLOGO DATASOURCE:
Tanox, Inc. CONTACT: Steve Sievert of Tanox, Inc., +1-713-578-4211,
or Web site: http://www.tanox.com/
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