Update on Point Therapeutics Merger with DARA BioSciences
February 11 2008 - 9:00AM
Business Wire
Point Therapeutics, Inc. (NASDAQ: POTP) today announced that it has
received proxies sufficient to approve the pending merger
transaction with DARA BioSciences, Inc. and certain matters related
thereto, including a reverse stock split. Point�s adjourned annual
stockholders� meeting will reconvene at 10:00 am on February 12,
2008 at the law offices of Ropes & Gray LLP, One International
Place, 36th Floor, Boston, MA 02110, at which time Point expects to
finalize stockholder approval of the DARA merger. Point encourages
all of its stockholders who have not yet submitted proxies to vote
at the annual meeting. Point�s Board of Directors has determined
that the merger with DARA Biosciences is advisable and fair to and
in the best interests of Point stockholders and recommends that
Point stockholders vote �FOR� all the proposals. As previously
announced, at a special meeting on January 28, 2008, the
stockholders of DARA approved the merger transaction with Point.
With sufficient proxies now received for Point�s stockholders to
approve the merger, Point anticipates completing the merger
promptly following the close of business on February 12. Following
the closing of the merger, Point will change its name to DARA
BioSciences, Inc. By letter dated February 8, 2008, the NASDAQ
Listing Qualifications Panel granted Point�s request for an
extension of the January 30, 2008 deadline previously established
by the Panel to allow Point to close the merger with DARA and
thereby satisfy the applicable listing criteria. The new deadline
is February 13, 2008; as indicated above, Point anticipates closing
the merger on February 12, 2008. However, in the event Point fails
to close the merger with DARA by February 13 for any reason,
Point�s securities would be subject to delisting from The NASDAQ
Capital Market. In addition, by letter dated February 8, 2008,
NASDAQ approved the initial listing application filed by DARA on
October 26, 2007. As previously announced, the proposed merger
between Point and DARA qualifies as a �reverse merger� under NASDAQ
Marketplace Rule 4340. As a result, DARA is required to meet the
NASDAQ requirements for initial listing upon consummation of the
merger in order for its shares to be listed on The NASDAQ Capital
Market upon completion of the merger. The stock will trade under
the symbol �DARA�. 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. Point stockholders are reminded
that their vote is important regardless of how many or how few
shares they own. Stockholders who have any questions relating to
this shareholder meeting or voting their shares may call Point�s
proxy solicitor, The Altman Group, toll-free at (866) 406-2289.
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 meeting of Point
stockholders and the closing of the merger with DARA, 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
meeting of Point�s 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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