Transaction Creates a Leading Vaccine Company and
Maximizes Value for Aviragen Stockholders
Aviragen Therapeutics, Inc. (NASDAQ:AVIR) today reiterated its
support of the pending merger with Vaxart, Inc., which was
unanimously approved by the Aviragen Board of Directors.
In reiterating its support for and recommending that Aviragen
stockholders vote in favor of the proposed merger with Vaxart at
the special meeting of stockholders on February 6, 2018, the
Company notes that:
- The transaction maximizes the value of
Aviragen: Based on the valuations of a selected set of
publicly traded vaccine companies, Vaxart’s estimated potential
valuation prior to the merger is approximately $158 million. Based
on the ownership structure in the transaction, this would imply a
value of the combined company at $264 million, with the potential
value of Aviragen in the merger being $106 million, a significant
improvement in value compared to Aviragen’s current market
capitalization of approximately $23 millioni.
- Aviragen stockholders will have the opportunity to
participate in the significant upside potential of the
merger: The combined company will be focused on developing
Vaxart’s oral recombinant vaccines and Aviragen’s direct-acting
antivirals to treat infections that have limited therapeutic
options. Vaxart’s oral tablet vaccines have the potential to become
major products in the worldwide vaccine market. In a head-to-head
comparison with a leading injectable influenza vaccine, Vaxart’s
oral tablet vaccine delivered clinical proof of efficacy and an
excellent safety profile that significantly de-risks the platform.
Further, the combined company will be well-financed to achieve
value creating milestones that include efficacy data from
Aviragen’s BTA074 HPV Phase 2 data, Vaxart’s Phase 2 norovirus
vaccine data, and the filing of additional INDs for new programs.
Together, Aviragen and Vaxart will be poised to create meaningful
value for stockholders in the near- and long-term.
- Aviragen’s Board conducted a thorough process that
included an extensive review of strategic alternatives:
The Company’s Board formed an independent transactions committee
that evaluated a number of options, including a business
combination or strategic merger, in-licensing clinical stage
programs, acquisitions, liquidation or other transactions that
would complement Aviragen’s current assets. Ultimately the Board –
at the recommendation of the transactions committee – accepted
Vaxart’s offer as Aviragen’s directors unanimously agreed that it
was in the best interest of the Company’s stockholders. Aviragen
notes that, compared to other unrealistic estimates that have been
previously assumed by others, the realistic liquidation value of
the Company was estimated at only $22.4 million – or $0.58 per
share – as of October 31, 2017. More importantly, in a liquidation,
there can be no assurances as to the actual amount or timing of
available cash left to distribute to stockholders after paying
debts, other obligations and setting aside funds for reserves.
EACH VOTE IS IMPORTANT – PLEASE VOTE FOR
THE PROPOSED MERGER WITH VAXART TODAY
Each vote is extremely important, no matter how many or how few
shares are owned. The affirmative vote of the holders of a majority
of the shares of Aviragen common stock properly cast at the
Aviragen special meeting, presuming a quorum is present, is
required to approve the proposed merger. Aviragen shareholders of
record at the close of business on January 2, 2018 are entitled to
vote at the special meeting. Please take a moment to vote
FOR the proposals necessary to approve the
proposed merger today – by telephone, by Internet or by signing,
dating and returning the proxy received with the proxy
statement.
Stockholders who have any questions or need assistance voting
their shares should contact Aviragen’s proxy solicitor, D.F. King
& Co., Inc., toll-free at (800)-967-5074.
Updated Investor Presentation Filed with SEC and Posted
to Aviragen’s Website
Aviragen has filed an updated investor presentation with the
U.S. Securities and Exchange Commission (“SEC”) in order to provide
all stockholders with additional information associated with the
proposed merger with Vaxart. The presentation is available on the
SEC’s website at www.sec.gov and the investor relations section of
the Company’s website at www.aviragentherapeutics.com.
Advisors
Stifel, Nicolaus & Company, Incorporated is acting as
financial advisor to Aviragen, and Dechert LLP is serving as legal
counsel to Aviragen. Cooley LLP is serving as legal counsel to
Vaxart.
About Aviragen Therapeutics
Aviragen Therapeutics is focused on the discovery and
development of the next generation of direct-acting antivirals to
treat infections that have limited therapeutic options and affect a
significant number of patients globally. It has three Phase 2
clinical stage compounds: BTA074 (teslexivir), an antiviral
treatment for condyloma caused by human papillomavirus types 6 and
11; vapendavir, a capsid inhibitor for the prevention or treatment
of rhinovirus (RV) upper respiratory infections; and BTA585
(enzaplatovir), a fusion protein inhibitor in development for the
treatment of respiratory syncytial virus infections. Aviragen also
receives royalties from marketed influenza products, Relenza® and
Inavir®. For additional information, please visit
www.aviragentherapeutics.com.
Aviragen Therapeutics® is a registered trademark. Relenza® is a
registered trademark of GlaxoSmithKline Pharmaceuticals, Ltd., and
Inavir® is a registered trademark of Daiichi Sankyo Company,
Ltd.
About Vaxart
Vaxart is a clinical-stage company developing a range of oral
recombinant vaccines based on its proprietary delivery platform.
Vaxart vaccines are administered using convenient room
temperature-stable tablets that can be stored and shipped without
refrigeration and eliminate risk of needle-stick injury. Its
development programs are oral tablet vaccines designed to protect
against norovirus, seasonal influenza and respiratory syncytial
virus (RSV), as well as a therapeutic vaccine for human
papillomavirus (HPV), Vaxart's first immuno-oncology indication.
For more information, please visit www.vaxart.com.
Forward Looking Statements
This press release contains forward-looking statements about
Aviragen Therapeutics, Inc. and Vaxart Inc., and their respective
businesses, business prospects, strategy and plans, including but
not limited to statements regarding the estimated value of the
combined company; anticipated preclinical and clinical drug
development activities, timelines and market opportunities; the
combined company being well-funded to advance its programs; and the
combined company’s ability to generate near and long term value for
stockholders. All statements other than statements of historical
facts included in this press release are forward looking
statements. The words “anticipates,” “may,” “can,” “plans,”
“believes,” “estimates,” “expects,” “projects,” “intends,”
“likely,” “will,” “should,” “to be,” and any similar expressions or
other words of similar meaning are intended to identify those
assertions as forward looking statements. These forward
looking statements involve substantial risks and uncertainties that
could cause actual results to differ materially from those
anticipated, including, without limitation: the risk that the
conditions to the closing of the merger are not satisfied, the
failure to timely or at all obtain stockholder approval for the
merger; uncertainties as to the timing of the consummation of the
merger and the ability of each of Aviragen and Vaxart to consummate
the merger; risks related to Aviragen’s ability to correctly
estimate its operating expenses and its expenses associated with
the merger; risks related to the market price of Aviragen’s common
stock relative to the exchange ratio; the ability of Aviragen or
Vaxart to protect their respective intellectual property rights;
competitive responses to the merger; unexpected costs, charges or
expenses resulting from the merger; and potential adverse reactions
or changes to business relationships resulting from the
announcement or completion of the merger. The vaccine candidates
that Vaxart develops may not progress through clinical development
or receive required regulatory approvals within expected timelines
or at all. In addition, future clinical trials may not confirm any
safety, potency or other product characteristics described or
assumed in this press release and such vaccine candidates may not
successfully commercialized. Additional factors that may
cause actual results to differ materially from such forward looking
statements include those identified under the caption “Risk
Factors” in the documents filed by Aviragen with the Securities and
Exchange Commission from time to time, including its
Proxy/Prospectus on Form S-4, Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form
8-K. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. Except to the extent required by applicable law or
regulation, neither Aviragen nor Vaxart undertakes any obligation
to update the forward-looking statements included in this press
release to reflect subsequent events or circumstances.
Additional Information About the Merger and Where to
Find It
In connection with the proposed strategic merger, Aviragen and
Vaxart have filed relevant materials with the Securities and
Exchange Commission, or the SEC, including a registration statement
on Form S-4, as amended, that contains a prospectus and a joint
proxy statement. Investors may obtain the proxy
statement/prospectus, as well as other filings containing important
information about Aviragen, Vaxart and the merger, free of charge
at the SEC’s web site (www.sec.gov). In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by Aviragen by directing a written request to: Aviragen
Therapeutics, Inc. 2500 Northwinds Parkway, Suite 100, Alpharetta,
GA 30009, Attention: Corporate Secretary or delivered via email to
investors@aviragentherapeutics.com. Investors and security holders
are urged to read the proxy statement/prospectus and the other
relevant materials before making any voting or investment decision
with respect to the merger.
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.
Participants in the Solicitation
Aviragen and Vaxart and their respective directors and officers
and certain of their other members of management and employees may
be deemed to be participants in the solicitation of proxies from
the stockholders of Aviragen in connection with the proposed
transaction. Information regarding the special interests of these
directors and executive officers in the merger are included in the
proxy statement/prospectus referred to above. Additional
information regarding the directors and executive officers of
Aviragen is also included in Aviragen’s Annual Report on Forms 10-K
for the year ended June 30, 2017, filed with the SEC on September
1, 2017, and the Form 10-K/A filed with the SEC on October 20,
2017. These documents are available free of charge from the sources
indicated above.
Contacts
Mark ColonneseExecutive Vice President and Chief Financial
OfficerAviragen Therapeutics, Inc.(678)
221-3381
mcolonnese@aviragentherapeutics.com
Beth DelGiaccoStern Investor Relations, Inc.(212)
362-1200beth@sternir.com
Kristian KleinD.F. King & Co., Inc.(212) 232-2247
Winnie Lerner / Nick LeasureFinsbury(646) 805-2855
i Based on Aviragen’s closing share price on January 11,
2018.
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