Maxygen, Inc. (Nasdaq: MAXY), today announced that at the company’s
annual meeting, held earlier today, the shareholders of Maxygen voted to
approve the liquidation and dissolution of the company.
As contemplated in connection with the approval of the dissolution, the
company’s Board of Directors has approved an initial liquidating
distribution of $2.50 per share of Maxygen’s common stock. The
distribution will be paid on or about August 29, 2013. The Board has
fixed the close of business on August 22, 2013 as the record date for
determining shareholders entitled to receive the initial liquidating
distribution.
Subject to uncertainties inherent in the winding up of its business,
Maxygen may make one or more additional liquidating distributions, which
could total as much as $0.09 per share, as the company’s required
contingency reserves may be released over time. However, no assurances
can be made as to the ultimate amounts to be distributed, if any, or the
timing of any such distributions. Any additional liquidating
distributions will be made to the shareholders of record as of the
effective date of the certificate of dissolution.
Maxygen intends to file a certificate of dissolution with the Delaware
Secretary of State and to close its stock transfer books and discontinue
recording transfers of its common stock as of the close of business on
the August 29, 2013 payment date for the initial liquidating
distribution. Maxygen also has submitted a request to The NASDAQ Stock
Market to suspend trading of its common stock on The NASDAQ Global
Market effective as of the close of trading on such date, and has
requested that NASDAQ delist the common stock from The NASDAQ Global
Market as soon as practicable thereafter.
Cautionary Statement Regarding Maxygen Forward-Looking Statements
This document contains forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform
Act of 1995. These statements are based on the current expectations and
beliefs of Maxygen’s management and are subject to a number of factors
and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Such statements
involve risks and uncertainties that may cause results to differ
materially from those set forth in these statements. Such risks and
uncertainties include, but are not limited to, the following: Maxygen’s
Board of Directors could elect to abandon or delay implementation of the
plan of dissolution; the plans and precise timing of the filing by the
company of its certificate of dissolution with the Delaware Secretary of
State; the intent and timing of the suspension and delisting of the
Maxygen’s common stock on The NASDAQ Global Market; the plans and timing
of closing of the company’s stock records; the plans and precise nature,
amount and timing of any distributions to shareholders, which will
depend on and could be delayed by, among other things, sales of the
company’s assets, claim settlements with creditors, resolution of any
outstanding litigation matters and unexpected or greater than expected
expenses; the fact that shareholders could be liable to the company’s
creditors in the event the company fails to create an adequate
contingency reserve to satisfy claims against it; the fact that the
company could incur costs to terminate, retain or replace personnel and
consultants; the limited ability of shareholders to publicly trade the
Maxygen’s common stock after the company closes its stock transfer books
on the date it files a certificate of dissolution with the Delaware
Secretary of State; the fact that Maxygen will continue to incur the
expenses of complying with public company reporting requirements and
other statements contained in this document regarding matters that are
not historical facts. Additional risk factors are more fully discussed
in the Company’s Annual Report on Form 10-K for the year ended December
31, 2012 and Quarterly Report on Form 10-Q for the quarter ended June
30, 2013, including under the caption “Risk Factors,” and in the
Company’s other periodic reports filed with the SEC, all of which are
available from Maxygen or from the SEC’s website (www.sec.gov).
Maxygen is under no obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements whether as
a result of new information, future events, or otherwise, except to the
extent required by applicable law.
Copyright Business Wire 2013