Nuvelo Shareholders Approve Issuance of Common Stock Pursuant to Merger Agreement With ARCA biopharma
08 Januar 2009 - 12:27AM
PR Newswire (US)
Nuvelo Stockholder Meeting to Reconvene January 23, 2009 to
Consider Reverse Stock Split Necessary to Consummate Transaction
SAN CARLOS, Calif., Jan. 7 /PRNewswire-FirstCall/ -- Nuvelo, Inc.
(NASDAQ:NUVO) today announced that the stockholders of Nuvelo have
approved the issuance of Nuvelo Common Stock pursuant to the merger
agreement dated September 24, 2008, as amended, between Nuvelo,
ARCA biopharma and a Nuvelo subsidiary. Nuvelo's stockholders also
voted to adjourn Nuvelo's special stockholder meeting until January
23, 2009, to solicit additional proxies in favor of a proposal to
amend the Company's amended and restated certificate of
incorporation to effect a reverse stock split of the issued and
outstanding shares of Nuvelo's common stock. This proposal is a
necessary condition to the completion of the proposed merger. A
substantial majority of the proxies received by Nuvelo to date
reflect votes cast in favor of both the proposal regarding the
reverse stock split and a separate proposal to amend the Company's
amended and restated certificate of incorporation to increase the
number of authorized shares of Nuvelo common stock to 250 million.
However, approval of each of these proposals requires the
affirmative vote of a majority of the issued and outstanding shares
of Nuvelo's common stock, which was not received by the time of the
stockholder meeting. As the proposal relating to the stock split is
a necessary condition to the completion of the proposed merger,
while the proposal relating to the increase in authorized shares of
Nuvelo common stock is not, the Board of Directors of Nuvelo has
withdrawn the proposal to increase the number of authorized shares
and the special stockholder meeting has been adjourned to a later
date to solicit additional proxies on the proposal authorizing the
reverse stock split. The Nuvelo stockholder meeting will reconvene
at 9:00 a.m. PST on January 23, 2009 at Nuvelo's corporate
headquarters located at 201 Industrial Road, Suite 310, San Carlos,
California to consider the proposal to approve the amendment of the
Company's amended and restated certificate of incorporation to
effect the reverse stock split. Shareholders who need assistance
with voting their shares should contact Nuvelo's proxy solicitor,
Georgeson Inc., at 800-377-0321. About Nuvelo Nuvelo, Inc. is
dedicated to improving the lives of patients through the discovery,
development and commercialization of novel drugs for acute
cardiovascular disease, cancer and other debilitating medical
conditions. Nuvelo's development pipeline includes NU172, a direct
thrombin inhibitor which has completed Phase 1 development for use
as a potential short-acting anticoagulant during medical or
surgical procedures; and NU206, a Wnt pathway modulator in Phase 1
development for the potential treatment of chemotherapy/radiation
therapy-induced mucositis and inflammatory bowel disease. In
addition, Nuvelo is pursuing research programs in leukemia and
lymphoma therapeutic antibodies and Wnt signaling pathway
therapeutics to further expand its pipeline and create additional
partnering and licensing opportunities. Information about Nuvelo is
available at its website at http://www.nuvelo.com/ or by phoning
650-517-8000. Forward-looking statements This press release
contains "forward-looking statements" which include, without
limitation, statements regarding the completion of the proposed
merger transaction between Nuvelo, ARCA and Dawn Acquisition Sub,
Inc., the solicitation of proxies, the transaction's anticipated
completion and the progress of Nuvelo's clinical stage and research
programs, which statements are hereby identified as
"forward-looking statements" for purposes of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995.
Such statements are based on the companies' managements' current
expectations and involve risks and uncertainties. Actual results
and performance could differ materially from those projected in the
forward- looking statements as a result of many factors, including,
without limitation, failure of Nuvelo's stockholders to approve the
proposal regarding the reverse stock split, the ability to complete
the transaction contemplated by this communication in a timely
fashion, the risk that Nuvelo's and ARCA's business operations will
not be integrated successfully; the combined company's inability to
further identify, develop and achieve commercial success for
products and technologies; the risk that the combined company's
financial resources will be insufficient to meet the combined
company's business objectives; uncertainties relating to drug
discovery and the regulatory approval process; clinical development
processes; enrollment rates for patients in the companies' clinical
trials; changes in relationships with strategic partners and
dependence upon strategic partners for the performance of critical
activities under collaborative agreements; and the impact of
competitive products and technological changes. These and other
factors are identified and described in more detail in Nuvelo's
filings with the SEC, including without limitation Nuvelo's
quarterly report on Form 10-Q for the quarter ended September 30,
2008 and subsequent filings. We disclaim any intent or obligation
to update these forward-looking statements. Additional Information
and Where to Find It Nuvelo has filed a registration statement on
Form S-4, and a related proxy statement/prospectus/consent
solicitation, in connection with the merger. Investors and security
holders are urged to read the registration statement on Form S-4
and the related proxy statement/prospectus/consent solicitation
because they contain important information about the merger
transaction. Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC at the
SEC's website at http://www.sec.gov/. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by contacting Nuvelo Investor Relations at the email
address: or by phone at 650-517-8000. In addition to the
registration statement and related proxy
statement/prospectus/consent solicitation, Nuvelo files annual,
quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information filed by Nuvelo, Inc. at the SEC
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for more information.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Nuvelo, Inc.'s filings with the SEC are
also available to the public from commercial document-retrieval
services and at SEC's website at http://www.sec.gov/, and from
Investor Relations at Nuvelo as described above. This communication
shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. Nuvelo, ARCA and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Nuvelo in connection with the
merger transaction. Information regarding the special interests of
these directors and executive officers in the merger transaction is
included in the proxy statement/prospectus/consent solicitation
described above. Additional information regarding the directors and
executive officers of Nuvelo is also included in Nuvelo's proxy
statement for its 2008 Annual Meeting of Stockholders which was
filed with the SEC on April 23, 2008 and its Annual Report on Form
10-K for the year ended December 31, 2007, which was filed with the
SEC on March 12, 2008. These documents are available as described
above. DATASOURCE: Nuvelo, Inc. CONTACT: Lee Bendekgey, SVP and
Chief Financial Officer of Nuvelo, +1-650-517-8358, ; or Danielle
Bertrand of WeissComm Partners, +1-415-946-1056, , for Nuvelo, Inc.
Web site: http://www.nuvelo.com/
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