BioCryst and Idera Special Meetings to Be Held on July 10, 2018
New Clinical Data on Idera’s IMO-2125 Program Will Be Available Prior
to Vote
RESEARCH TRIANGLE PARK, N.C. & EXTON, Pa.--(BUSINESS WIRE)--Apr. 10, 2018--
BioCryst Pharmaceuticals, Inc. (NASDAQ:BCRX) (“BioCryst”) and Idera
Pharmaceuticals, Inc. (NASDAQ:IDRA) (“Idera”) today jointly announced
that they have each rescheduled their respective Special Meetings of
Stockholders (each, a “Special Meeting”) to vote on the proposed merger
of BioCryst and Idera to July 10, 2018 at 10:00 AM ET.
-
BioCryst will hold its Special Meeting at its corporate offices in
Durham, North Carolina. BioCryst stockholders of record as of May 28,
2018 will be entitled to vote at the BioCryst Special Meeting.
- Idera will hold its Special Meeting at its corporate offices in Exton,
Pennsylvania. Idera stockholders of record as of May 28, 2018 will be
entitled to vote at the Idera Special Meeting.
BioCryst and Idera are each rescheduling their respective Special
Meetings, following investor feedback, to provide stockholders adequate
time to consider new clinical data from Idera regarding its IMO-2125
program, which will be presented at the American Society of Clinical
Oncology (“ASCO”) meeting being held June 1-5, 2018 in Chicago.
The BioCryst Board of Directors unanimously recommends that BioCryst
stockholders vote “FOR” the proposed merger at the BioCryst Special
Meeting.
The Idera Board of Directors unanimously recommends that Idera
stockholders vote "FOR" the proposed merger at the Idera Special Meeting.
BioCryst’s stockholders as of the May 28, 2018 record date who have
previously voted, and do not wish to change their vote, will not need to
vote again at the rescheduled July 10, 2018 BioCryst Special Meeting.
Idera’s stockholders as of the May 28, 2018 record date who have
previously voted, and do not wish to change their vote, will not need to
vote again at the rescheduled July 10, 2018 Idera Special Meeting.
BioCryst and Idera will file amended proxy materials with the U.S.
Securities and Exchange Commission (“SEC”) related to the rescheduled
Special Meetings and will mail the updated materials to stockholders in
due course. The amended definitive proxy statement will also be made
available at www.iderapharma.com
and www.biocryst.com,
respectively (in the “Investors” section) and on the SEC website at www.sec.gov.
About BioCryst
BioCryst designs, optimizes and develops novel small-molecule medicines
that address both common and rare conditions. BioCryst has several
ongoing development programs including BCX7353, an oral treatment for
hereditary angioedema, galidesivir, a potential treatment for
filoviruses, and a preclinical program to develop oral Alk-2 inhibitors
for the treatment of fibrodysplasia ossificans progressive (FOP).
RAPIVAB® (peramivir injection), a viral neuraminidase inhibitor for the
treatment of influenza, is BioCryst's first approved product and has
received regulatory approval in the U.S., Canada, Japan, Taiwan and
Korea. Post-marketing commitments for RAPIVAB are ongoing, as well as
activities to support regulatory approvals in other territories. For
more information, please visit the company's website at www.biocryst.com.
About Idera
Harnessing the approach of the earliest researchers in immunotherapy and
the company’s vast experience in developing proprietary immunology
platforms, Idera’s lead development program is focused on priming the
immune system to play a more powerful role in fighting cancer,
ultimately increasing the number of people who can benefit from
immunotherapy. Idera continues to invest in research and development,
and is committed to working with investigators and partners who share
the common goal of addressing the unmet needs of patients suffering from
rare, life-threatening diseases. To learn more about Idera, visit www.iderapharma.com.
Additional Information and Where to Find It
In connection with the proposed mergers, Nautilus Holdco, Inc.
(“Holdco”) has filed with the U.S. Securities and Exchange Commission
(the “SEC”), and the SEC has declared effective on March 29, 2018, a
Registration Statement on Form S-4 (as may be amended from time to time,
the “Registration Statement”) that includes the joint proxy statement of
BioCryst Pharmaceuticals, Inc. (“BioCryst”) and Idera Pharmaceuticals,
Inc. (“Idera”) and that also constitutes a prospectus of Holdco.
BioCryst, Idera and Holdco may also file other documents with the SEC
regarding the proposed transaction. This document is not a substitute
for the definitive joint proxy statement/prospectus or Registration
Statement or any other document that may be filed by each of BioCryst
and Idera with the SEC. BEFORE MAKING ANY VOTING DECISION, IDERA’S AND
BIOCRYST’S RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY
EACH OF IDERA AND BIOCRYST WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO
THE PROPOSED TRANSACTION. Investors and stockholders may obtain free
copies of these materials and other documents filed with the SEC (when
available) by BioCryst, Idera and Holdco through the website maintained
by the SEC at www.sec.gov.
Idera and BioCryst make available free of charge at www.iderapharma.com
and www.biocryst.com,
respectively (in the “Investors” section), copies of materials they file
with, or furnish to, the SEC.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an offer to
purchase or a solicitation of an offer to sell any securities. Idera,
BioCryst and their respective directors, executive officers and certain
employees and other persons may be deemed to be participants in the
solicitation of proxies from the stockholders of Idera and BioCryst in
connection with the proposed mergers. Security holders may obtain
information regarding the names, affiliations and interests of Idera’s
directors and officers in Idera’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2017, which was filed with the SEC on
March 7, 2018 and its definitive proxy statement for the 2017 annual
meeting of stockholders, which was filed with the SEC on April 28, 2017.
Security holders may obtain information regarding the names,
affiliations and interests of BioCryst’s directors and officers in
BioCryst’s Annual Report on Form 10-K for the fiscal year ended December
31, 2017, and any amendments thereto, which was filed with the SEC on
March 12, 2018 and its definitive proxy statement for the 2017 annual
meeting of stockholders, which was filed with the SEC on April 12, 2017.
Additional information about the interests of BioCryst’s directors and
officers and Idera’s directors and officers in the proposed mergers can
be found in the above-referenced Registration Statement. These documents
may be obtained free of charge from the SEC’s website at www.sec.gov,
Idera’s website at www.iderapharma.com
and BioCryst’s website at www.biocryst.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements involve known and
unknown risks, uncertainties and other factors which may cause actual
results, performance or achievements to be materially different from any
future results, performances or achievements expressed or implied by the
forward-looking statements. These statements reflect our current views
with respect to future events and are based on assumptions and are
subject to risks and uncertainties, and important factors that could
cause actual events or results to differ materially from Idera’s or
BioCryst’s plans, estimates or expectations. Given these uncertainties,
you should not place undue reliance on these forward-looking statements.
With respect to the transactions contemplated by the merger agreement
between Idera and BioCryst, these factors could include, but are not
limited to: (i) Idera or BioCryst may be unable to obtain stockholder
approval as required for the mergers; (ii) conditions to the closing of
the mergers may not be satisfied; (iii) the mergers may involve
unexpected costs, liabilities or delays; (iv) the effect of the
announcement of the mergers on the ability of Idera or BioCryst to
retain and hire key personnel and maintain relationships with patients,
doctors and others with whom Idera or BioCryst does business, or on
Idera’s or BioCryst’s operating results and business generally; (v)
Idera’s or BioCryst’s respective businesses may suffer as a result of
uncertainty surrounding the mergers and disruption of management’s
attention due to the mergers; (vi) the outcome of any legal proceedings
related to the mergers; (vii) Idera or BioCryst may be adversely
affected by other economic, business, and/or competitive factors; (viii)
the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (ix) risks that
the mergers disrupt current plans and operations and the potential
difficulties in employee retention as a result of the mergers; (x) the
risk that Idera or BioCryst may be unable to obtain governmental and
regulatory approvals required for the transactions, or that required
governmental and regulatory approvals may delay the transactions or
result in the imposition of conditions that could reduce the anticipated
benefits from the transactions contemplated by the merger agreement or
cause the parties to abandon the transactions contemplated by the merger
agreement; (xi) risks that the anticipated benefits of the mergers or
other commercial opportunities may otherwise not be fully realized or
may take longer to realize than expected; (xii) the impact of
legislative, regulatory, competitive and technological changes; (xiii)
risks relating to the value of the new holding company shares to be
issued in the mergers; (xiv) expectations for future clinical trials,
the timing and potential outcomes of clinical studies and interactions
with regulatory authorities; (xv) the risk that the credit ratings of
the combined company or its subsidiaries may be different from what the
companies expect; (xvi) economic and foreign exchange rate volatility;
(xvii) the continued strength of the medical and pharmaceutical markets;
(xviii) the timing, success and market reception for Idera’s and
BioCryst’s products; (xix) the possibility of new technologies outdating
Idera’s or BioCryst’s products; (xx) continued support of Idera’s or
BioCryst’s products by influential medical professionals; (xxi) reliance
on and integration of information technology systems; (xxii) the risks
associated with assumptions the parties make in connection with the
parties’ critical accounting estimates and legal proceedings; (xxiii)
the potential of international unrest, economic downturn or effects of
currencies, tax assessments, tax adjustments, anticipated tax rates, raw
material costs or availability, benefit or retirement plan costs, or
other regulatory compliance costs; and (xxiv) other risks to the
consummation of the mergers, including the risk that the mergers will
not be consummated within the expected time period or at all. These
risks, as well as other risks associated with the proposed mergers, are
more fully discussed in the joint proxy statement/prospectus included in
the Registration Statement filed with the SEC in connection with the
proposed mergers. While the list of factors presented here is, and the
list of factors presented in the Registration Statement are, considered
representative, no such list should be considered a complete statement
of all potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward looking
statements. Consequences of material differences in results as compared
with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which
could have a material adverse effect on BioCryst’s or Idera’s
consolidated financial condition, results of operations, credit rating
or liquidity. Readers are urged to consider these factors carefully in
evaluating these forward-looking statements, and not to place undue
reliance on any forward-looking statements. Readers should also
carefully review the risk factors described in other documents that
Idera and BioCryst file from time to time with the SEC. The
forward-looking statements in this document speak only as of the date of
this document. Except as required by law, Idera and BioCryst assume no
obligation to update or revise these forward-looking statements for any
reason, even if new information becomes available in the future.
BCRXW
View source version on businesswire.com: https://www.businesswire.com/news/home/20180410005543/en/
Source: BioCryst Pharmaceuticals, Inc.
Investors:
For BioCryst:
BioCryst Pharmaceuticals
Thomas
Staab, 919-859-7910
Senior Vice President, Chief Financial Officer
tstaab@biocryst.com
or
Additional
Investor Contact:
Innisfree M&A Incorporated
Scott Winter,
212-750-7271
or
For Idera:
Idera Pharmaceuticals
Robert
Doody, 617-679-5515
Mobile: 484-639-7235
Vice President,
Investor Relations and Corporate Communications
rdoody@iderapharma.com
or
Additional
Investor Contact:
MacKenzie Partners, Inc.
Bob Marese,
212-929-5500