Maxygen, Inc. (Nasdaq: MAXY), announced today that it has filed a
certificate of dissolution with the Secretary of State of the State of
Delaware, which will become effective at 5:00 p.m. Eastern Time on
August 29, 2013. The filing of the certificate was made pursuant to a
plan of dissolution approved by shareholders at the company’s annual
meeting held on August 12, 2013.
Maxygen notified The NASDAQ Stock Market (NASDAQ) of the filing and
NASDAQ has advised Maxygen that trading of the company’s common stock
will be suspended after the regular market officially closes at 4:00
p.m. Eastern Time on August 29, 2013. NASDAQ also has advised Maxygen
that it will file a Notification of Removal from Listing and/or
Registration on Form 25 with the Securities and Exchange Commission
(SEC) to delist the common stock from NASDAQ. Maxygen also intends to
seek relief from the SEC to suspend certain of its reporting obligations
under the Securities and Exchange Act of 1934, as amended.
In connection with the effectiveness of the certificate of dissolution,
Maxygen will also close its stock transfer books and discontinue
recording transfers of its common stock, effective as of 5:00 p.m.
Eastern Time on August 29, 2013. As a result, the common stock, and
stock certificates evidencing the shares of common stock, will no longer
be assignable or transferable on the company’s books, other than
transfers by will, intestate succession or operation of law.
As previously announced, the company made an initial liquidating
distribution of $2.50 per share of Maxygen’s common stock, which was
payable on August 29, 2013. 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.
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: the
specific timing of the effectiveness of the certificate of dissolution;
the specific timing of the suspension and delisting of Maxygen’s common
stock on The NASDAQ Global Market; the specific timing of the closing of
the company’s stock records; the plans and precise nature, amount and
timing of any subsequent 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
company’s common stock; Maxygen’s intent or ability to seek and/or
obtain relief from any of its reporting obligations under the Securities
and Exchange Act of 1934, as amended, and the fact that Maxygen will
continue to incur the expenses of such reporting obligations until such
relief is granted; 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 Maxygen’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