(Source: Business Wire)
Celldex Therapeutics, Inc. (Nasdaq: CLDX) and CuraGen Corporation
(Nasdaq: CRGN) announced that, at special meetings held earlier today,
Celldex's stockholders approved the issuance of shares of Celldex common
stock pursuant to the previously disclosed Agreement and Plan of Merger,
dated as of May 28, 2009, by and among Celldex, Cottrell Merger Sub,
Inc. and CuraGen, and that CuraGen's stockholders approved the Agreement
and Plan of Merger.
Following the closing of the merger contemplated by the Agreement and
Plan of Merger, each outstanding share of CuraGen common stock will
convert into the right to receive 0.2739 shares of Celldex common stock
and CuraGen will become a wholly-owned subsidiary of Celldex. Celldex
will issue approximately 16,629,981 shares of its common stock in
exchange for all outstanding shares of CuraGen common stock in
connection with the merger.
Celldex currently anticipates that the merger will close on October 1,
2009.
About Celldex Therapeutics, Inc.
Celldex Therapeutics is an integrated biopharmaceutical company that
applies its comprehensive Precision Targeted Immunotherapy Platform to
generate a pipeline of candidates to treat cancer and other
difficult-to-treat diseases. Celldex's immunotherapy platform includes a
complementary portfolio of monoclonal antibodies, antibody-targeted
vaccines and immunomodulators to create novel disease-specific drug
candidates. For more information, please visit http://www.celldextherapeutics.com.
About CuraGen Corporation
CuraGen Corporation is a biopharmaceutical company dedicated to
improving the lives of patients by developing promising pharmaceutical
products that address unmet medical needs. CuraGen's therapeutics are
based on research into novel drug targets and mechanisms that are
believed to play a role in the underlying disease. CuraGen has
translated this research and understanding into a pipeline of protein,
antibody, and antibody-drug conjugate drugs. For more information,
please visit www.curagen.com.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: This release contains "forward-looking
statements" made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, including those related to
Celldex's strategic focus and the future development and
commercialization of Celldex's programs. Forward-looking statements
reflect management's current knowledge, assumptions, judgment and
expectations regarding future performance or events. Although Celldex
management believes that the expectations reflected in such statements
are reasonable, they give no assurance that such expectations will prove
to be correct and you should be aware that actual results could differ
materially from those contained in the forward-looking statements.
Forward-looking statements are subject to a number of risks and
uncertainties, including, but not limited to, the successful integration
of the businesses, multiple technologies and programs of CuraGen and
Celldex; Celldex's ability to adapt APC Targeting TechnologyTM
to develop new, safe and effective vaccines against oncology and
infectious disease indications; Celldex's ability to successfully
complete product research and further development of Celldex's programs;
the uncertainties inherent in clinical testing; Celldex's ability to
manage research and development efforts for multiple products at varying
stages of development; Pfizer's and Celldex's strategy and business
plans concerning the continued development and commercialization of
CDX-110; the timing, cost and uncertainty of obtaining regulatory
approvals; the failure of the market for the combined Companies'
programs to continue to develop; the inability to obtain additional
capital; the inability to protect the combined Companies' intellectual
property; the loss of any executive officers or key personnel or
consultants; competition; changes in the regulatory landscape or the
imposition of regulations that affect the combined Companies' products;
and other risks detailed from time to time in Celldex's filings with the
Securities and Exchange Commission, including Celldex's Form 10-K for
the fiscal year endedDecember 31, 2008, anditsForms 10-Q and 8-K.
CRGN-P
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