- Filing of certain prospectuses and communications in connection with business combination transactions (425)
13 Ottobre 2011 - 9:47PM
Edgar (US Regulatory)
Filed by Trimeris, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 (the Securities Act) and
deemed filed
pursuant to Rule 14a-6 under the
Securities Exchange Act of 1934 (the Exchange Act)
Securities Act File Number: 333-175512
Subject Company: Trimeris, Inc.
Exchange Act File Number: 000-23155
Joint Press Release of Trimeris, Inc. and Synageva BioPharma Corp. Issued on October 13, 2011
SYNAGEVA BIOPHARMA AND TRIMERIS ANNOUNCE SPECIAL MEETINGS OF STOCKHOLDERS TO
APPROVE MERGER
- Special
Meeting of Stockholders to Vote on Proposed Merger Scheduled for November 2, 2011 -
LEXINGTON, Mass. and DURHAM, N.C.,
October 13, 2011
Synageva BioPharma Corp.
(Synageva), and
Trimeris, Inc.
(NASDAQ: TRMS) (Trimeris), announced today that each company will hold a special meeting of its stockholders on Wednesday,
November 2, 2011, to consider and vote on certain matters in connection with the proposed merger of Synageva and Trimeris, pursuant to the Agreement and Plan of Merger, dated June 13, 2011. The Board of Directors and Special Committees for
both Synageva and Trimeris have recommended approval of the merger and encourage stockholders to vote FOR the respective proposals of each company as set forth in the proxy statement. Synageva and Trimeris have set the close of business
on September 23, 2011 and September 21, 2011, respectively, as the record date for the determination of their respective stockholders entitled to vote at their respective special meetings of stockholders.
Synageva and Trimeris stockholders are encouraged to read the definitive proxy statement in its entirety as it provides, among other things, a
detailed discussion of the process that led to the proposed merger.
About Synageva BioPharma Corp.
Synageva is a clinical stage biopharmaceutical company focused on the discovery, development, and commercialization of therapeutic products for
patients with life-threatening rare diseases and unmet medical need.
SBC-102
has been granted orphan designations by the U.S. Food and Drug Administration (FDA) and the European Medicines Agency, and
fast track
designation
by the FDA. Synageva has several protein therapeutics in its pipeline, including two enzyme replacement therapies for lysosomal storage disorders and two programs for life-threatening genetic conditions for which there are currently no approved
treatments. The company has assembled a team with a proven record of bringing orphan therapies to patients.
On June 13, 2011,
Synageva
announced
that it had entered into a definitive agreement pursuant to which Synageva will merge with Trimeris, Inc. (NASDAQ: TRMS) in an all-stock transaction. Upon closing, the combined company will be named Synageva BioPharma
Corp., and will create a publicly-traded company focused on the development of novel therapeutics for patients with rare diseases and unmet medical need.
Further information regarding Synageva BioPharma Corp. is available at http://
www.synageva.com
.
About Trimeris, Inc.
Trimeris, Inc.
(NASDAQ: TRMS) pioneered the development of a class of antiviral drug treatments called fusion inhibitors. Trimeris currently marketed product is FUZEON, an anti-HIV fusion inhibitor which was developed by Trimeris in collaboration with Roche.
Substantially all of Trimeris revenues are derived from its collaboration with Roche relating to FUZEON. For more information about Trimeris, please visit the companys website at http://
www.trimeris.com
.
Important Merger Information and Additional Information and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Trimeris or Synageva or the solicitation of any vote or approval. In connection with the proposed
merger, Trimeris filed with the Securities and Exchange Commission (SEC), and the SEC has declared effective, a Registration Statement on Form S-4 that includes a joint proxy statement/prospectus of Synageva and Trimeris and
that also constitutes a prospectus of Trimeris. The definitive joint proxy statement of Trimeris and Synageva has been mailed to the stockholders of Trimeris and the stockholders of Synageva.
Investors are strongly urged to read the definitive
joint proxy statement/prospectus regarding the proposed merger and other documents filed with the SEC by Trimeris, because they contain important information about Trimeris, Synageva and the proposed merger.
Investors and security holders of Trimeris and Synageva may obtain free copies of the definitive joint proxy statement/prospectus for the proposed
merger and other documents filed with the SEC by Trimeris through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders of Trimeris will be able to obtain free copies of the joint proxy statement/prospectus
for the proposed merger by directing a request for such filing to (i) Trimeris, Inc., 2530 Meridian Parkway, 2nd Floor, Durham, North Carolina 27713, Attention: Corporate Secretary or (ii) Trimeris proxy solicitor, MacKenzie
Partners, Inc., 105 Madison Avenue, New York, New York 10016, or by calling MacKenzie Partners, Inc. at (800) 322-2885 (toll free) or (212) 929-5500 (call collect). Investors and security holders of Synageva will be able to obtain free copies
of the joint proxy statement/prospectus for the merger by contacting Synageva BioPharma Corp., Attn: Secretary, 128 Spring Street, Suite 520, Lexington, MA 02421.
Trimeris and Synageva, and their respective directors and certain of their executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the
agreement between Trimeris and Synageva. Information regarding Trimeris directors and executive officers is contained in Trimeris Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed with the SEC
on March 14, 2011, and in its proxy statement prepared in connection with its 2010 Annual Meeting of Stockholders, which was filed with the SEC on March 16, 2010. Information regarding Synagevas directors and officers and a more
complete description of the interests of Trimeris and Synagevas respective directors and officers in the proposed transaction is available in the definitive joint proxy statement/prospectus of Trimeris and Synageva filed by Trimeris with
the SEC on October 12, 2011.
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Contact for Synageva:
Kelley
Forrest
Tel: (781) 357-9900
kelley.forrest@synageva.com
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Contact for Trimeris:
James
Thomas
Tel: (919) 806-4682
jthomas@trimeris.com
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