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.
Affymax, Inc.Lisa Maxson, +1 650-812-8700
Affymax (CE) (USOTC:AFFY)
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