Affymax, Inc. (AFFY), a biopharmaceutical company, today announced that
its Board of Directors has approved the liquidation and dissolution of
the company, subject to stockholder approval, and plans to distribute
all available cash to its stockholders as soon as legally permitted and
reasonably practicable after paying or making reasonable provision for
all known and potential liabilities and other obligations of the
Company. Based on the information the Company currently has available,
which is subject to change, the Company estimates that the aggregate
amount of the distribution to stockholders could be a few cents per
share, based on 37,490,095 shares of common stock outstanding as of
April 30, 2014 and the remaining cash of approximately $4 million as of
May 2014.
Plan of Liquidation and Dissolution
The Company's Board of Directors has approved a plan of liquidation and
dissolution of the Company, which is subject to stockholder approval.
The Company intends to call a meeting of its stockholders to seek
approval of the dissolution and will file proxy materials with the
Securities and Exchange Commission as soon as practicable.
This decision follows the recent joint announcement by the Company and
Takeda Pharmaceutical Company Limited (Takeda) that Takeda has completed
a detailed investigation of the postmarketing reports of serious
hypersensitivity reactions including anaphylaxis, which may be
life-threatening or fatal. As announced, Takeda confirmed that no
quality or manufacturing issues were present, but it was not able to
identify a specific root cause for the reactions that were observed. In
light of these findings, OMONTYS would not be permitted to be returned
to the market and Takeda is working with the FDA to withdraw approval.
Based on this outcome, the Board has determined it to be in the best
interests of the stockholders to dissolve the Company.
The plan of liquidation and dissolution contemplates an orderly wind
down of the Company's remaining business and operations. If the
Company's stockholders approve the dissolution, the Company intends to
file a certificate of dissolution with the Delaware Secretary of State,
satisfy or resolve its remaining liabilities and obligations, including
but not limited to contingent liabilities and claims, lease obligations,
and costs associated with the liquidation and dissolution, and make
distributions to its stockholders of cash available for distribution,
subject to applicable legal requirements. In order to conserve its
available resources and assets, the Company plans to seek relief from
certain of its reporting obligations under the Securities Exchange Act
of 1934, as amended and, upon the filing of the certificate of
dissolution, the Company also intends to cease trading in its stock on
the public markets, close its stock transfer books and discontinue
recording transfers of shares of its stock.
Subject to claims that may be presented to the Company as part of the
dissolution process, the Company currently estimates that it will
maintain an initial reserve for any contingent and unknown obligations
and liabilities, in accordance with applicable law until the resolution
of such matters. Any remaining cash is expected to be distributed to
stockholders as soon as reasonably practicable and permitted by
applicable law. The amount distributable to stockholders, however, may
vary substantially from the amount estimated above based on a number of
factors, including the resolution of outstanding known and contingent
liabilities, the possible assertion of claims currently unknown to the
Company, and costs incurred to wind down the Company's business. If
additional amounts are ultimately determined to be necessary to satisfy
any of these obligations, stockholders may receive no distributions or
amounts substantially less than the Company’s current estimate.
If, prior to its dissolution, the Company receives an offer for a
transaction that will, in the view of the Board, provide superior value
to stockholders compared to the value of the estimated distributions
under the plan of liquidation and dissolution, taking into account all
factors that could affect valuation, including timing and certainty of
payment and closing, and proposed terms and other factors, the plan of
liquidation and dissolution could be abandoned in favor of such a
transaction.
The plan of liquidation also provides for an alternative procedure in
the event that the Company’s Board later determines that an assignment
for the benefit of creditors under applicable state law would be
preferable to dissolution. In seeking stockholder approval of the
dissolution, the Company will also seek stockholder approval of the
alternative procedure of an assignment for the benefit of creditors.
Important Additional Information will be filed with the SEC
This press release is for informational purposes only. It is not a
solicitation of a proxy. In connection with the plan of dissolution, the
Company intends to file with the SEC a proxy statement and other
relevant materials. THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANY AND THE PLAN OF DISSOLUTION. Stockholders may obtain a free copy
of the proxy statement and the other relevant materials (when they
become available), and any other documents filed by the company with the
SEC, at the SEC's web site at http://www.sec.gov.
In addition, the Company will make available or mail a copy of the
definitive proxy statement to stockholders of record on the record date
when it becomes available. A free copy of the proxy statement, when it
becomes available, and other documents filed with the SEC by the Company
may also be obtained by directing a written request to: Affymax, Inc.,
Attn: Secretary, 19200 Stevens Creek Blvd., Suite 240, Cupertino, CA
95014, or by accessing the "Investors—SEC Filings" section of the
Company's website at www.Affymax.com.
Stockholders are urged to read the proxy statement and the other
relevant materials when they become available before making any voting
or investment decision with respect to the plan of dissolution.
About Affymax
Affymax, Inc. is a biopharmaceutical company based in Cupertino,
California. For additional information, please visit www.affymax.com.
Cautionary Note Regarding 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 1995. These statements are based on the current
expectations and beliefs of the Company 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
ability of the Company to obtain stockholder approval of the proposed
plan of liquidation and dissolution; the Company's ability to accurately
estimate the amounts required to pay all operating expenses, as well as
other known, non-contingent liabilities through the dissolution and
wind-down process; the Company's ability to settle, make reasonable
provision for or otherwise resolve its liabilities and obligations,
whether known or unknown, including the establishment of an adequate
contingency reserve; the precise nature, amount and timing of any
distributions to stockholders, if any; the possibility that any
distributions to stockholders could be diminished or delayed by, among
other things, sales of our assets, claim settlements with creditors,
unexpected or greater than expected expenses; the possibility that
distributions to stockholders may take several years to complete; the
possibility that the company's Board of Directors could elect to abandon
or delay implementation of the plan of liquidation and dissolution; the
possibility that the Company's stockholders could be liable to company
creditors in the event the Company fails to create an adequate
contingency reserve to satisfy claims against the Company; and other
statements contained in this press release regarding matters that are
not historical facts. Additional risk factors are more fully discussed
in The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2014, including under the caption "Risk Factors," and in The
Company's other periodic reports filed with the SEC, all of which are
available from the Company or from the SEC's website. Affymax undertakes
no obligation to update any forward-looking statement in this press
release.
Copyright Business Wire 2014