09.01.2008 22:00:00
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AVANT Appeals Delisting Notification From NASDAQ
AVANT Immunotherapeutics, Inc. (Nasdaq: AVAN) announced today that on
January 8, 2008 it received a letter from The Nasdaq Stock Market
indicating that AVANT had failed to regain compliance with the Nasdaq
Capital Market’s minimum bid price
requirement of $1.00 per share for continued listing of AVANT’s
common stock on the Nasdaq Capital Market as set forth in Marketplace
Rule 4310(c)(4) (the "Staff Determination”).
As a result, AVANT’s common stock is subject
to be delisted from the Nasdaq Capital Market on January 17, 2008.
Following procedures set forth in the Nasdaq Marketplace Rule 4800
series, AVANT has requested a hearing before a Nasdaq Listing
Qualifications Panel (the "Panel”)
to review the Staff Determination. The hearing request will stay the
delisting of AVANT’s common stock, pending
the decision of the Panel, allowing it to continue to trade on the
Nasdaq Capital Market. Historically Panels have generally viewed a
near-term reverse stock split as the only definitive plan acceptable to
resolve a bid price deficiency. AVANT expects to execute such a reverse
stock split in connection with its pending merger with Celldex
Therapeutics, Inc. ("Celldex”).
There can be no assurance however, that the Panel will grant AVANT’s
request for continued listing on the Nasdaq Capital Market.
In the event that the Panel denies AVANT’s
request for continued listing on the Nasdaq Capital Market, AVANT’s
common stock shall be delisted from the Nasdaq Capital Market. Following
such delisting, AVANT’s common stock could be
eligible to trade on the OTC Bulletin Board. Further, AVANT may apply to
trade on the Nasdaq Global Market following the closing of the proposed
merger with Celldex. Additional information on AVANT Immunotherapeutics,
Inc. can be obtained through our site on the World Wide Web: http://www.avantimmune.com.
Additional Information about the Merger and Where to Find It
This communication may be deemed to be solicitation material in respect
of the proposed merger of AVANT and Celldex. In connection with the
proposed merger, AVANT and Celldex intend to file relevant materials
with the SEC, including AVANT's proxy statement/prospectus on Form S-4.
SHAREHOLDERS OF AVANT ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING AVANT'S PROXY STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents free
of charge at the SEC's web site, http://www.sec.gov,
and AVANT shareholders will receive information at an appropriate time
on how to obtain transaction-related documents for free from AVANT. Such
documents are not currently available.
Participants in the Solicitation
The directors and executive officers of AVANT and Celldex may be deemed
to be participants in the solicitation of proxies from the holders of
AVANT common stock in respect of the proposed transaction. Information
about the directors and executive officers of AVANT is set forth in the
proxy statement for AVANT's most recent 10-K, which was filed with the
SEC on March 16, 2007. Investors may obtain additional information
regarding the interest of AVANT and its directors and executive
officers, and Celldex and its directors and executive officers in the
proposed transaction by reading the proxy statement regarding the
acquisition when it becomes available.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: The statements made in this press release which
are not statements of historical fact are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including, without
limitation, statements that may be identified by words such as
"expectations," "remains," "focus," "expected," "prospective,"
"expanding," "building," "continue," "progress," "plan," "efforts,"
"hope," "believe," "objectives," "opportunities," "will," "seek," and
other expressions which are predictions of or indicate future events and
trends and which do not constitute historical matters identify
forward-looking statements. These statements also include statements
regarding: (i) AVANT's expectations regarding its restructuring and
quarterly cash burn rate, (ii) AVANT's expectations regarding the Merger
(iii) AVANT's expectations of royalty payments from PRF related to
Rotarix, (iv) AVANT's expectations to initiate its own sponsored
double-blind, placebo-controlled Phase 2 dose-ranging trial of Ty800 and
Phase 1/2 trial of its ETEC Cholera vaccine candidate, and (v)
statements made regarding AVANT's goals for its programs and products.
This release includes forward-looking statements that are subject to a
variety of risks and uncertainties and reflect AVANT's current views
with respect to future events and financial performance. There are a
number of important factors that could cause the actual future
experience and results to differ materially from those expressed in any
forward-looking statement made by AVANT. Factors related to the Merger include, but are not limited to: (i)
costs related to the Merger; (ii) failure of AVANT's shareholders to
approve the Merger; (iii) AVANT's or Celldex's inability to satisfy the
conditions of the Merger; (iv) AVANT's inability to maintain its NASDAQ
listing; (v) the risk that AVANT's and Celldex's businesses will not be
integrated successfully; (vi) the combined company's inability to
further identify, develop and achieve commercial success for new
products and technologies; (vii) the possibility of Merger-related
delays in the research and development necessary to select drug
development candidates and delays in clinical trials; (viii) the risk
that clinical trials by the combined company may not result in
marketable products; (ix) the risk that the combined company may be
unable to successfully secure regulatory approval of and market its drug
candidates; (x) the risks associated with reliance on outside financing
to meet capital requirements; (xi) risks associated with Celldex's new
and uncertain technology and the development of competing technologies;
and (xii) risks related to the combined company's ability to protect its
proprietary technologies and patent-infringement claim. Factors not related to the Merger include, but are not limited to:
(1) the ability to adapt AVANT's vectoring systems to develop new, safe
and effective orally administered vaccines against other disease causing
agents; (2) the ability to successfully complete product research and
further development, including animal, pre-clinical and clinical
studies, and commercialization of CholeraGarde(R) (Peru-15), Ty800, ETEC
Cholera vaccine, and other products and AVANT's expectations regarding
market growth; (3) the cost, timing, scope and results of ongoing safety
and efficacy trials of CholeraGarde(R) (Peru-15), Ty800, ETEC Cholera
vaccine and other preclinical and clinical testing; (4) the ability to
negotiate strategic partnerships or other disposition transactions for
AVANT's cardiovascular programs, including TP10 and CETi; (5) the
ability of AVANT to manage multiple clinical trials for a variety of
product candidates; (6) AVANT's expectations regarding its technological
capabilities and expanding its focus to broader markets for vaccines;
(7) AVANT's ability to develop products through its collaborations; (8)
changes in existing and potential relationships with corporate
collaborators; (9) the availability, cost, delivery and quality of
clinical and commercial grade materials produced at AVANT's own
manufacturing facility or supplied by contract manufacturers and
partners; (10) the timing, cost and uncertainty of obtaining regulatory
approvals; (11) the ability to develop and commercialize products before
competitors that are superior to the alternatives developed by
competitors; (12) the ability to retain certain members of
management;(13) AVANT's expectations regarding research and development
expenses and general and administrative expenses; (14) AVANT's
expectations regarding cash balances, capital requirements, anticipated
royalty payments (including those from PRF), revenues and expenses,
including infrastructure expenses; (15) AVANT's belief regarding the
validity of its patents and potential litigation; and (16) certain other
factors that might cause AVANT's actual results to differ materially
from those in the forward-looking statements including those set forth
under the headings "Business," "Risk Factors" and Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in AVANT's Annual Report on Form 10-K for the year ended
December 31, 2006, as well as those described in AVANT's other press
releases and filings with the Securities and Exchange Commission, from
time to time. You should carefully review all of these factors, and you
should be aware that there may be other factors that could cause these
differences. These forward-looking statements were based on information,
plans and estimates at the date of this press release, and AVANT does
not undertake to update any forward-looking statements to reflect
changes in underlying assumptions or factors, new information, future
events or other changes.
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