- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 07 2011 - 5:26PM
Edgar (US Regulatory)
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Filed by Poniard Pharmaceuticals, Inc. pursuant to
Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934, as amended
Subject Company: Poniard Pharmaceuticals, Inc.
Commission File No. 0-16614
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Poniard Pharmaceuticals Announces Effectiveness of Form S-4
Registration Statement for the Proposed Merger with ALLOZYNE
SAN FRANCISCO, Calif. October 7, 2011 Poniard Pharmaceuticals, Inc. (Nasdaq: PARD), a biopharmaceutical company focused on innovative oncology therapies, today announced that the Securities
and Exchange Commission (SEC) has declared effective Poniards Registration Statement on Form S-4 relating to the previously announced proposed merger between Poniard and ALLOZYNE, Inc., a privately held biotechnology company focused on the
development of bioconjugated protein therapeutics. The boards of directors of both companies have approved the merger transaction, which is subject to customary closing conditions, including approval by ALLOZYNEs and Poniards respective
stockholders and receipt of approval for listing of the combined companys common stock on The Nasdaq Capital Market.
The Registration
Statement contains a proxy statement/prospectus/consent solicitation, which will be mailed to Poniards and ALLOZYNEs respective shareholders the week of October 10, 2011. The Registration Statement on Form S-4 may also be accessed online
on the SECs website, www.sec.gov, or on the Investor Relations page of Poniards website at www.poniard.com. In addition to registering the shares of Poniard common stock to be issued to the stockholders of ALLOZYNE in the
merger, the Registration Statement contains proxy materials for a special meeting of Poniard shareholders, which will be held at 9:00 a.m. Pacific Time, on Monday, November 21, 2011, at the offices of Bay City Capital, located at 750 Battery Street,
Suite 400, San Francisco, California 94111. Poniard shareholders of record on October 4, 2011 are entitled to vote at the special meeting. At that meeting, Poniard shareholders will be asked to approve the issuance of Poniard common stock and the
resulting change of control of Poniard pursuant to the merger agreement and the amendment of Poniards articles of incorporation to effect a reverse stock split of Poniards issued common stock, at a ratio of 1-for-40.
Important Additional Information
On
October 6, 2011, Poniard filed with the SEC Amendment No. 3 to its Registration Statement on Form S-4 containing a proxy statement/prospectus/consent solicitation and other relevant materials in connection with its proposed merger with ALLOZYNE,
which was declared effective by the SEC on October 7, 2011. Investors and security holders of Poniard and ALLOZYNE are urged to read the definitive proxy statement/prospectus/consent solicitation (including any amendments or supplements to the proxy
statement/prospectus/consent solicitation), when it becomes available, because it will contain important information about Poniard, ALLOZYNE and the proposed transaction.
Investors and security holders of Poniard will be able to obtain free copies of the definitive proxy statement/prospectus/consent solicitation through the website maintained by the SEC at
www.sec.gov. Free copies of the definitive proxy statement/prospectus/consent solicitation, when it becomes
available, and Poniards other filings with the SEC also may be obtained by contacting Poniard Pharmaceuticals, Inc., 750 Battery Street, Suite 330, San Francisco, CA 94111, or accessed via Poniards website at www.poniard.com.
Poniard, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from its shareholders in favor of the
proposed transaction. Information regarding the directors and executive officers of Poniard and their interests in the proposed transaction will be available in the proxy statement/prospectus/consent solicitation.
About Poniard Pharmaceuticals
Poniard
Pharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of innovative oncology products. For additional information please visit http://www.poniard.com.
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 1994. Words such as expect, estimate, project, forecast,
anticipate, may, will, can, could, should, believes, predicts, potential, continue, and similar expressions are intended to
identify such forward-looking statements. Forward-looking statements in this press release include, without limitation, statements regarding the continued and initial listing of Poniards common stock on The Nasdaq Capital Market,
Poniards ability to consummate the merger with ALLOZYNE, and other matters that involve known and unknown benefits, risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ
materially from results expressed or implied in this press release. Such risks include, among others: the failure of Poniard shareholders to approve the issuance of shares in connection with the merger and/or the required reverse stock split; the
failure of ALLOZYNE stockholders to approve the merger; Poniards ability to satisfy Nasdaq conditions for continued and initial listing of its common stock; actions by the SEC and NASDAQ; the failure of Poniard or ALLOZYNE to meet any of the
conditions to the closing of the merger; the failure to realize the anticipated benefits of the merger or delay in realization thereof; the cash positions of Poniard and ALLOZYNE at closing of the merger; the ability of the combined company to
obtain substantial additional financing on a timely basis and on favorable terms; the difficulty of developing biopharmaceutical products and obtaining regulatory or other approvals; the uncertainty regarding market acceptance of any products for
which regulatory approval is obtained; whether certain market segments grow as anticipated; the competitive environment in the biopharmaceutical industry; the potential inability of Poniard to obtain, maintain, and enforce patent and other
intellectual property protection for its product candidates; the success of future clinical trials; and the ability of Poniard to enter into and maintain collaborative arrangements to develop picoplatin on favorable terms. Actual results may differ
materially from those contained in the forward-looking statements in this press release. Additional information concerning these and other risk factors is contained in Poniards Annual Report on Form 10-K for the year ended December 31, 2010
and Poniards Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. In addition, investors and security holders are also urged to read carefully the risk factors set forth in the definitive proxy statement/prospectus/consent
solicitation when it becomes available.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date of this release. Poniard undertakes no obligation to update any forward-
looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. All forward-looking statements are
qualified in their entirety by this cautionary statement.
For Further Information:
David Pitts
Argot Partners
(212) 600-1902
david@argotpartners.com
# # #
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