Point Therapeutics Announces Form S-4 Registration Statement Declared Effective by SEC; Special Meeting of Stockholders Set for
December 27 2007 - 8:30AM
Business Wire
Point Therapeutics, Inc. (NASDAQ: POTP) today announced that the
Securities and Exchange Commission has declared effective its Form
S-4 Registration Statement, which contains a joint proxy
statement/prospectus relating to the proposed merger with DARA
BioSciences, Inc. Each company will promptly commence mailing of
the joint proxy statement/prospectus to its respective
stockholders. Point will hold a meeting of its stockholders on
January 29, 2008 at 10:00 am, Eastern Time, at the law office of
Ropes & Gray LLP, One International Place, 36th Floor, Boston,
MA 02110, and DARA will hold a meeting of its stockholders on
January 28, 2008 at 10:00 am, Eastern Time, at 4505 Falls of Neuse
Road, Raleigh, NC 27609, to consider matters relating to the
proposed combination of the two companies. On October 9, 2007,
Point entered into a definitive agreement to merge with DARA.
Pursuant to the merger agreement, DARA will merge with DP
Acquisition Corp., a newly-formed subsidiary of Point, with DARA
surviving as a wholly-owned subsidiary of Point. After giving
effect to the merger, DARA stockholders will hold 96.4% of the
combined company�s outstanding shares of common stock on a
fully-diluted basis, and Point will change its name to DARA
BioSciences, Inc. and be based in Raleigh, North Carolina. For
information regarding the proposed merger, please refer to the
registration statement on Form S-4, which contains a joint proxy
statement/prospectus and other relevant materials, filed by Point
with the Securities and Exchange Commission on December 17, 2007.
About DARA BioSciences, Inc.: DARA BioSciences(TM), Inc. is a
Raleigh, North Carolina-based development-stage pharmaceutical
company that acquires promising therapeutic molecules and medical
technologies. DARA focuses its therapeutic development efforts on
small molecules from late preclinical development through phase 2
clinical trials. DARA is developing a portfolio of therapeutic
candidates for neuropathic pain, metabolic diseases including Type
2 diabetes, and dermatological disorders. About Point Therapeutics,
Inc.: Point Therapeutics, Inc. is a biopharmaceutical company which
has studied its lead product candidate, talabostat, in a number of
human clinical trials in late-stage cancers. In May 2007, interim
clinical results caused Point's Independent Data Monitoring
Committee to recommend stopping Point's two Phase 3 talabostat
studies for patients in advanced non-small cell lung cancer.
Subsequently, the talabostat clinical development program was put
on clinical hold by the U.S. Food and Drug Administration. Point
has also studied talabostat in several Phase 2 trials, including as
a single-agent and in combination with cisplatin in metastatic
melanoma, in combination with rituximab in advanced chronic
lymphocytic leukemia, in combination with gemcitabine in Stage IV
pancreatic cancer, and in combination with docetaxel in non-small
cell lung cancer. Due to cash limitations, Point is not currently
funding any internal research or clinical operations. FORWARD
LOOKING STATEMENTS: This press release contains forward-looking
statements, including statements regarding the timing of the
special meetings of stockholders and closing of the merger, that
involve known and unknown risks, uncertainties and other factors
that may cause actual outcomes to differ materially from outcomes
expressed or implied by this press release. Such risk factors
include, among others that the matters submitted for stockholder
approval at the special meetings of stockholders may not be
approved. 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
the Risk Factors sections of the Form S-4 filed with the Securities
and Exchange Commission on December 17, 2007, and from time to time
in Point's other reports filed with the Securities and Exchange
Commission. Additional Information and Where to Find It In
connection with the merger between DARA and Point, on December 17,
2007, Point filed with the SEC a registration statement on Form
S-4, which contains a joint proxy statement/prospectus and other
relevant materials. INVESTORS AND SECURITY HOLDERS OF POINT AND
DARA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE
OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT DARA, POINT AND THE MERGER. The joint proxy
statement/prospectus and other relevant materials and any other
documents filed by Point with the SEC, may be obtained free of
charge at the SEC�s web site at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed
with the SEC by Point by directing a request to: Point
Therapeutics, Inc., 70 Walnut Street, Wellesley Hills, MA 02481,
Attention: Investor Relations. Point and its executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the stockholders of Point in favor of the merger.
Investors and stockholders may obtain detailed information
regarding the direct and indirect interests of DARA, Point and
their respective executive officers and directors in the merger by
reading the joint proxy statement/prospectus regarding the merger.
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