Nuvelo Shareholders Approve Issuance of Common Stock Pursuant to Merger Agreement With ARCA biopharma
Posted on: Wednesday, 7 January 2009, 17:27 CST
A substantial majority of the proxies received by Nuvelo to date reflect votes cast in favor of both the proposal regarding the reverse stock split and a separate proposal to amend the Company's amended and restated certificate of incorporation to increase the number of authorized shares of Nuvelo common stock to 250 million. However, approval of each of these proposals requires the affirmative vote of a majority of the issued and outstanding shares of Nuvelo's common stock, which was not received by the time of the stockholder meeting. As the proposal relating to the stock split is a necessary condition to the completion of the proposed merger, while the proposal relating to the increase in authorized shares of Nuvelo common stock is not, the Board of Directors of Nuvelo has withdrawn the proposal to increase the number of authorized shares and the special stockholder meeting has been adjourned to a later date to solicit additional proxies on the proposal authorizing the reverse stock split.
The Nuvelo stockholder meeting will reconvene at
Shareholders who need assistance with voting their shares should contact Nuvelo's proxy solicitor, Georgeson Inc., at 800-377-0321.
About Nuvelo
Nuvelo, Inc. is dedicated to improving the lives of patients through the discovery, development and commercialization of novel drugs for acute cardiovascular disease, cancer and other debilitating medical conditions. Nuvelo's development pipeline includes NU172, a direct thrombin inhibitor which has completed Phase 1 development for use as a potential short-acting anticoagulant during medical or surgical procedures; and NU206, a Wnt pathway modulator in Phase 1 development for the potential treatment of chemotherapy/radiation therapy-induced mucositis and inflammatory bowel disease. In addition, Nuvelo is pursuing research programs in leukemia and lymphoma therapeutic antibodies and Wnt signaling pathway therapeutics to further expand its pipeline and create additional partnering and licensing opportunities.
Information about Nuvelo is available at its website at http://www.nuvelo.com or by phoning 650-517-8000.
Forward-looking statements
This press release contains "forward-looking statements" which include,
without limitation, statements regarding the completion of the proposed merger
transaction between Nuvelo, ARCA and Dawn Acquisition Sub, Inc., the
solicitation of proxies, the transaction's anticipated completion and the
progress of Nuvelo's clinical stage and research programs, which statements
are hereby identified as "forward-looking statements" for purposes of the safe
harbor provided by the Private Securities Litigation Reform Act of 1995. Such
statements are based on the companies' managements' current expectations and
involve risks and uncertainties. Actual results and performance could differ
materially from those projected in the forward- looking statements as a result
of many factors, including, without limitation, failure of Nuvelo's
stockholders to approve the proposal regarding the reverse stock split, the
ability to complete the transaction contemplated by this communication in a
timely fashion, the risk that Nuvelo's and ARCA's business operations will not
be integrated successfully; the combined company's inability to further
identify, develop and achieve commercial success for products and
technologies; the risk that the combined company's financial resources will be
insufficient to meet the combined company's business objectives; uncertainties
relating to drug discovery and the regulatory approval process; clinical
development processes; enrollment rates for patients in the companies'
clinical trials; changes in relationships with strategic partners and
dependence upon strategic partners for the performance of critical activities
under collaborative agreements; and the impact of competitive products and
technological changes. These and other factors are identified and described in
more detail in Nuvelo's filings with the SEC, including without limitation
Nuvelo's quarterly report on Form 10-Q for the quarter ended
Additional Information and Where to Find It
Nuvelo has filed a registration statement on Form S-4, and a related proxy statement/prospectus/consent solicitation, in connection with the merger. Investors and security holders are urged to read the registration statement on Form S-4 and the related proxy statement/prospectus/consent solicitation because they contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC's website at http://www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by contacting Nuvelo Investor Relations at the email address: ir@nuvelo.com or by phone at 650-517-8000.
In addition to the registration statement and related proxy
statement/prospectus/consent solicitation, Nuvelo files annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements or other information filed by Nuvelo,
Inc. at the SEC public reference room at 100 F Street, N.E.,
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Nuvelo, ARCA and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of Nuvelo in connection with the merger transaction. Information regarding the
special interests of these directors and executive officers in the merger
transaction is included in the proxy statement/prospectus/consent solicitation
described above. Additional information regarding the directors and executive
officers of Nuvelo is also included in Nuvelo's proxy statement for its 2008
Annual Meeting of Stockholders which was filed with the SEC on
SOURCE Nuvelo, Inc.
Source: PR Newswire
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