Synageva BioPharma and Trimeris Announce Filing of S-4 Registration Statement
July 18 2011 - 7:00AM
Business Wire
Synageva BioPharma Corp., a
privately held biopharmaceutical company developing therapeutic
products for rare disorders (“Synageva”), and Trimeris,
Inc. (NASDAQ: TRMS) (“Trimeris”)
announced today that Trimeris has filed a Form S-4 Registration
Statement with the U.S. Securities and Exchange Commission (“SEC”)
pertaining to the previously announced merger of Trimeris and
Synageva. The Registration Statement has not yet been declared
effective, and the information contained therein is subject to
change. Once the Registration Statement has been declared
effective, Synageva and Trimeris intend to set a date for a special
meeting of each of their respective stockholders to approve the
merger and deliver the final joint proxy statement/prospectus to
their respective stockholders.
About Synageva BioPharma Corp.
Synageva is a clinical stage biopharmaceutical company focused
on the discovery, development, and commercialization of therapeutic
products for patients with life-threatening rare diseases and unmet
medical need. Its lead program, SBC-102, is a recombinant human
lysosomal acid lipase (“LAL”) currently in clinical trials in the
U.S. and EU for the treatment of patients with LAL Deficiency,
which is a rare and devastating disease that causes significant
morbidity and mortality. SBC-102 has been granted orphan
designations by the U.S. Food and Drug Administration (“FDA”) and
the European Medicines Agency (“EMA”), and fast track designation
by the FDA. Synageva has several protein therapeutics in its
pipeline, including two enzyme replacement therapies for lysosomal
storage disorders and two programs for life-threatening genetic
conditions for which there are currently no approved treatments.
The Company has assembled a team with a proven record of bringing
orphan therapies to patients. Further information regarding
Synageva BioPharma Corp. is available at
http://www.synageva.com.
About Trimeris, Inc.
Trimeris, Inc. (NASDAQ: TRMS) pioneered the development of a
class of antiviral drug treatments called fusion inhibitors.
Trimeris’ currently marketed product is FUZEON, an anti-HIV fusion
inhibitor which was developed by Trimeris in collaboration with
Roche. Substantially all of Trimeris' revenues are derived from its
collaboration with Roche relating to FUZEON. For more information
about Trimeris, please visit the company's website at
http://www.trimeris.com.
Important Merger Information and Additional Information and
Where to Find It
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Trimeris or
Synageva or the solicitation of any vote or approval. In connection
with the proposed merger, Trimeris filed a Registration Statement
on Form S-4, filed with the SEC on July 13, 2011 (the “Registration
Statement”), which includes a preliminary joint proxy statement of
Trimeris and Synageva and constitutes a preliminary prospectus of
Trimeris. These materials are not yet final and will be further
amended. The joint proxy statement/prospectus of Trimeris and
Synageva will be mailed to the stockholders of Trimeris and
Synageva once it is final. Investors are strongly urged to read
the definitive joint proxy statement/prospectus when it becomes
available and other documents filed with the SEC by Trimeris,
because they will contain important information about Trimeris,
Synageva and the proposed merger.
Investors and security holders of Trimeris may obtain free
copies of the joint proxy statement/prospectus for the proposed
merger and other documents filed with the SEC by Trimeris through
the website maintained by the SEC at www.sec.gov. In addition,
investors and security holders of Trimeris will be able to obtain
free copies of the joint proxy statement/prospectus for the
proposed merger by contacting Trimeris, Inc., Attn: James Thomas,
Chief Financial Officer. Investors and security holders of Synageva
will be able to obtain free copies of the joint proxy
statement/prospectus for the merger by contacting Synageva
BioPharma Corp., Attn: Secretary, 128 Spring Street, Suite 520,
Lexington, MA 02421.
Trimeris and Synageva, and their respective directors and
certain of their executive officers, may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by the agreement between Trimeris and
Synageva. Information regarding Trimeris’ directors and executive
officers is contained in Trimeris’ Annual Report on Form 10-K for
the fiscal year ended December 31, 2010, which was filed with the
SEC on March 14, 2011, and in its proxy statement prepared in
connection with its 2010 Annual Meeting of Stockholders, which was
filed with the SEC on March 16, 2010. Information regarding
Synageva’s directors and officers and a more complete description
of the interests of Trimeris’ directors and officers in the
proposed transaction is available in the Registration
Statement.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release regarding the proposed merger
between Trimeris and Synageva may constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that are not statements of
historical fact (including statements containing the words
“believes,” “plans,” “could,” “anticipates,” “expects,”
“estimates,” “plans,” “should,” “target,” “will,” “would” and
similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: the
risk that Trimeris and Synageva may not be able to complete the
proposed transaction; the risk that Synageva ’s product candidates
do not demonstrate safety and/or efficacy in clinical trials; the
risks associated with reliance on collaborative partners; risks
involved with development and commercialization of product
candidates; and other risks and uncertainties more fully described
in Trimeris’ Annual Report on Form 10-K for the year ended December
31, 2010 and its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011, each as filed with the SEC, as well as the
other filings that Trimeris makes with the SEC. Investors and
stockholders are also urged to read the risk factors set forth in
the Registration Statement.
In addition, the statements in this press release reflect our
expectations and beliefs as of the date of this release. We
anticipate that subsequent events and developments will cause our
expectations and beliefs to change. However, while we may elect to
update these forward-looking statements publicly at some point in
the future, we specifically disclaim any obligation to do so,
whether as a result of new information, future events or otherwise.
These forward-looking statements should not be relied upon as
representing our views as of any date after the date of this
release.
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