- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
September 03 2009 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule
14a-101)
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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CURAGEN CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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September 1, 2009
Employee Name
Address
City State
Re: Notice Regarding Certain
Options Granted by CuraGen Corporation, a Delaware corporation (CuraGen or
the Company)
Dear [NAME]:
You are the holder of one or more options (the Options)
to purchase shares of the Companys common stock, pursuant to one or more
Option agreements under the Companys 1997 Employee, Director and Consultant
Stock Plan (1997 Plan) and/or the Companys 2007 Stock Incentive Plan (2007
Plan). The details of your outstanding
Options have been provided to you concurrently with this notice.
The Company has recently entered into an Agreement
and Plan of Merger (the Merger Agreement), dated May 28, 2009, by and
among the Company, Celldex Therapeutics, Inc. (Celldex) and Cottrell
Merger Sub, Inc. (Merger Sub), a wholly owned subsidiary of Celldex,
pursuant to which Merger Sub will merge with and into the Company and the
Company will become a wholly owned subsidiary of Celldex (the Merger). CuraGen currently expects that the Merger
will be completed (the Effective Time) by the end of the third quarter of
2009.
The aggregate purchase price, which is to be
delivered to CuraGen stockholders in the form of Celldex common stock, is $94.5
million, subject to adjustment based, in part, on CuraGens cash at the
Effective Time (as determined under the Merger Agreement). If CuraGens cash at the Effective Time
exceeds $54.5 million, then the purchase price will be adjusted upward by $1.30
for each $1.00 of excess until the aggregate purchase price reaches $97.5
million, and thereafter by $1.00 for each $1.00 of excess up to a maximum
aggregate purchase price of $100.0 million.
If CuraGens cash at the Effective Time is less than $54.5 million, then
the purchase price will be adjusted downward by $1.00 for each $1.00
shortfall. The number of shares of
Celldex common stock that will be issued in exchange for each share of CuraGen
common stock will be calculated pursuant to an exchange ratio described in the
Merger Agreement (the Exchange Ratio). The Exchange Ratio is subject to a collar
which limits the maximum and minimum number of shares of Celldex common stock
that will be issued pursuant to the Merger.
As a result, immediately after the Effective Time, Celldex stockholders
will retain between 67.5% and 42% of Celldexs outstanding shares of common
stock.
CuraGen
currently expects that a CuraGen stockholder will be entitled to receive shares
of Celldex common stock with a value between $1.54 and $1.55 based on the market
value of Celldexs common stock over a period of time ending prior to Effective
Time in exchange for each share of CuraGen common stock. The foregoing
per-share amounts are estimates that are subject to a number of assumptions,
and the actual amount received by CuraGen stockholders may differ. For
additional information on what a CuraGen stockholder will be entitled to
receive in exchange for each share of CuraGen common stock pursuant to the
Merger and how it will be determined, please refer to CuraGens definitive
proxy statement (the Proxy Statement) filed with the Securities and Exchange
Commission, or the SEC, on August 28, 2009. You may obtain a copy of the
Proxy Statement free of charge by calling the undersigned at 203-871-4400 or by
accessing the SECs website at http://www.sec.gov.
Pursuant
to the Merger Agreement, the treatment of the Options is as follows:
1)
1997 Plan Options
: If you have
Options granted under the 1997 Plan, Celldex is not assuming such Options in
the Merger. By the terms of the 1997
Plan, the Board of
Directors
of the Company (the Board) or a committee of the Board has authority to
accelerate the time at which outstanding Options granted under the 1997 Plan
may be exercised and to designate a period of time prior to the Effective Time
during which such Options can be exercised.
All Options that remain unexercised at the end of the exercise period,
and all of your rights thereunder, shall terminate at the time the Effective
Time.
Notice is hereby given
that each of your Options
granted under the 1997 Plan (other than any options you hold that expire
according to their terms before or during the Exercise Period, which may not be
exercised beyond their expiration date) shall become fully vested and
exercisable as of 9:00 a.m. on September 8 and shall remain
exercisable until 5:00 p.m. on September 11 (the period from September 8
September 11 is the Exercise Period).
All Options that remain unexercised as of the end of the Exercise Period
will terminate at the Effective Time, and the Company shall have no further
obligations with respect to any such unexercised 1997 Plan Options after the
Effective Time. Please note that if you choose to exercise your 1997 Plan
Options during the Exercise Period and the Merger does not occur for any
reason, your exercise of your 1997 Plan Options will not be reversed and will
remain in effect. If the Merger does not
occur for any reason, your 1997 Plan Options will not terminate as discussed
above.
2)
2007
Plan Options
: If you have Options granted under the 2007 Plan,
your Options will be assumed by Celldex pursuant to the Merger and will become
exercisable for Celldex common stock.
These Options will become options to acquire a number of shares of
Celldex common stock determined by multiplying the number of shares of CuraGen
common stock subject to such Options immediately prior to the Effective Time by
the Exchange Ratio, at an exercise price per share determined by dividing the
exercise price per share of CuraGen common stock at which such options were
exercisable immediately prior to the Effective Time by the Exchange Ratio. Each
assumed 2007 Plan Option will otherwise remain subject to substantially the
same terms and conditions set forth in the original Option agreement and the
2007 Plan. If the Merger does not occur for any reason, your 2007 Plan Options
will not be assumed by Celldex and will remain options to purchase CuraGen
common stock.
Should you have any questions concerning the above
matters, please do not hesitate to contact me at 203-871-4400 or at
scassidy@curagen.com. Thank you for all
your efforts on behalf of the Company.
Sincerely,
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By:
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Sean
A. Cassidy
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Vice
President and Chief Financial Officer
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Additional Information and Where to Find It
In
connection with the proposed merger, on August 28, 2009, CuraGen filed a
definitive proxy statement (the Proxy Statement) with the Securities and
Exchange Commission (the SEC) and Celldex filed a final prospectus (the Prospectus)
with the SEC on August 28, 2009.
The Prospectus and the Proxy Statement the Prospectus were mailed to the
stockholders of Celldex and CuraGen, respectively, on or about September 1,
2009. The Proxy Statement contains
important information about CuraGen, Celldex, the merger and related matters.
Investors are urged to read the Proxy Statement carefully and in its
entirety.
The Proxy Statement and other relevant materials and any
other documents filed by Celldex or CuraGen with the SEC may be obtained free
of charge at the SECs website at http://www.sec.gov. In addition, investors
may obtain free copies of the documents filed with the SEC (i) by
contacting CuraGen Corporation, Inc., Attn: VP & CFO, 322 East
Main Street, Branford, CT or CuraGens
Investor Relations at (888) 436-6642 or by accessing CuraGens investor
relations website at www.curagen.com; or (ii) by contacting Celldexs
Investor Relations at (781) 433-0771 or by accessing Celldexs investor
relations website at www.celldextherapeutics.com. Investors are urged to read
the Joint Proxy Statement/Prospectus and the other relevant materials before
making any voting or investment decision with respect to the merger.
Participants in the Solicitation
The
directors and executive officers of Celldex and CuraGen may be deemed to be
participants in the solicitation of proxies from the holders of Celldex and
CuraGen common stock in respect of the proposed transaction. Information about
the directors and executive officers of Celldex are set forth in the Proxy
Statement and Celldexs most recent Form 10-K, which was filed with the
SEC on March 2, 2009. As of August 20,
2009, Celldexs directors and executive officers beneficially owned
approximately 5.3% of Celldexs common stock.
Information about the directors and executive officers of CuraGen are
set forth in the Proxy Statement, CuraGens Form 10-K/A filed with the SEC
on April 30, 2009 and proxy statement filed with the SEC on May 19,
2009. As of August 17, 2009, CuraGens directors and executive officers
beneficially owned approximately 4.8% of CuraGens common stock. Investors may
obtain additional information regarding the interests of Celldex and its
directors and executive officers, and CuraGen and its directors and executive
officers, in the proposed transaction by reading the Proxy Statement.
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.
Safe Harbor for Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are typically preceded by words such as believes, expects,
anticipates, intends, will, may, should, or similar expressions, and
include statements concerning the expected timing of closing of the merger and
the per share consideration that CuraGen stockholders are expected to receive
in the merger. These forward-looking statements are subject to risks and
uncertainties that may cause actual future experience and results to differ
materially from those discussed in or implied by these forward-looking
statements. Important factors that might cause such a difference include, but
are not limited to, costs related to the transaction; failure of Celldexs and
CuraGens stockholders to approve the transaction; Celldexs and CuraGens
inability to satisfy the conditions of the transaction; the risk that Celldexs
and CuraGens businesses will not be integrated successfully; the combined
companys inability to further identify, develop and achieve commercial success
for new products and technologies; the possibility of delays in the research
and development necessary to select drug development candidates and delays in
clinical trials; the risk that clinical trials
may not result in marketable
products; the risk that the combined company may be unable to successfully
secure regulatory approval of and market its drug candidates; the risks
associated with reliance on outside financing to meet capital requirements;
risks of the development of competing technologies; risks related to the
combined companys ability to protect its proprietary technologies; and risks
related to patent-infringement claims; risks of new, changing and competitive
technologies and regulations in the U.S. and internationally. Celldexs and CuraGens businesses and the
merger are also subject to other risks disclosed previously and from time to
time in Celldexs and CuraGens filings with the SEC, including Celldexs and
CuraGens Annual Reports on Form 10-K for the year ended December 31,
2008 and subsequently filed Quarterly Reports on Form 10-Q. The companies
do not undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
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