BioCryst Pharmaceuticals and Idera Pharmaceuticals Reschedule Meetings to Vote on Proposed Merger
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
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
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
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