Nivalis Therapeutics Announces Results of Special Meeting of Stockholders
20 Juli 2017 - 12:00PM
Business Wire
Nivalis Therapeutics, Inc. (Nivalis) (Nasdaq: NVLS) announced
today that, based upon the final vote count certified by the
independent inspector of elections for the special meeting of
stockholders held July 19, 2017, its stockholders approved all of
the merger-related proposals, including: (i) the Agreement and
Plan of Merger and Reorganization, dated as of April 18, 2017, by
and among Nivalis, Nautilus Merger Sub, Inc. and Alpine Immune
Sciences, Inc. (Alpine), and the transactions contemplated by the
Agreement and Plan of Merger and Reorganization, including the
merger and the issuance of Nivalis’ common stock to Alpine’s
stockholders pursuant to the Agreement and Plan of Merger and
Reorganization, (ii) an amendment to the amended and restated
certificate of incorporation of Nivalis to effect a reverse stock
split of Nivalis’ common stock, at a ratio of one new share for
every four shares outstanding, and (iii) an amendment to the
amended and restated certificate of incorporation of Nivalis to
change the corporate name of Nivalis from “Nivalis Therapeutics,
Inc.” to “Alpine Immune Sciences, Inc.” The closing of the merger
and the other approved actions are expected to occur on July 24,
2017. The consolidated common shares for the combined company are
expected to commence trading on The NASDAQ Stock
Market under the symbol “ALPN” on July 25, 2017.
“We are very pleased with the affirmative votes at the special
meeting of stockholders concerning our merger with Alpine, with
approximately 97% of the stockholder votes cast at the special
meeting approving the merger, and we now look forward to closing
this transaction,” stated Michael Carruthers, Nivalis' Interim
President and Chief Financial Officer.
About Nivalis Therapeutics, Inc.
Nivalis Therapeutics, Inc. (http://www.nivalis.com) is a
pharmaceutical company that has historically been focused on the
discovery and development of product candidates for patients with
cystic fibrosis, or CF. The Company’s development candidates
selectively target an enzyme known as S-nitrosoglutathione
reductase (GSNOR). GSNOR regulates levels of an endogenous protein
known as S-nitrosoglutathione (GSNO). Depleted levels of GSNO have
been associated with CF, asthma, inflammatory bowel diseases and
certain cardiovascular diseases. Following recent disappointing
results of a Phase 2 clinical trial of its lead product candidate,
cavosonstat, in CF, Nivalis determined to not pursue the
development of this compound in CF and to wind down its research
and development activities while devoting its efforts to
investigating and evaluating strategic alternatives.
About Merger Partner Alpine Immune Sciences, Inc.
Alpine Immune Sciences, Inc. was founded in 2015 and is focused
on developing novel protein‐based immunotherapies using its
proprietary variant immunoglobulin domain (vIgD™) platform
technology. The vIgD platform is designed to interact with multiple
targets, including many present in the immune synapse. Alpine's
vIgDs are developed using a unique process known as directed
evolution, which can produce proteins capable of either enhancing
or diminishing an immune response and thereby may apply
therapeutically to both oncology and inflammatory diseases. Alpine
has also developed its transmembrane immunomodulatory protein
(TIP™) technology, based on the vIgD platform, to enhance
engineered cellular therapies. In October 2015, Alpine signed a
worldwide research and license agreement with Kite Pharma, Inc.
(NASDAQ:KITE) for up to $535 million in up front and potential
milestone payments and in addition, royalties on resulting sales.
The agreement allows Kite access to certain targets developed using
Alpine's TIP™ platform. For more information visit
www.alpineimmunesciences.com/.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
(including within the meaning of Section 21E of the United States
Securities Exchange Act of 1934, as amended, and Section 27A of the
United States Securities Act of 1933, as amended) concerning
Nivalis, Alpine, the proposed transaction and other matters. These
statements may discuss goals, intentions and expectations as to
future plans, trends, events, results of operations or financial
condition, or otherwise, based on current beliefs of the management
of Nivalis, as well as assumptions made by, and information
currently available to, management. Forward-looking statements
generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and include
words such as “may,” “will,” “should,” “would,” “expect,”
“anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,”
“intend,” and other similar expressions among others. Statements
that are not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties and are not
guarantees of future performance. Actual results could differ
materially from those contained in any forward-looking statement as
a result of various factors, including, without limitation: the
risk that the conditions to the closing of the transaction are not
satisfied, including the failure to timely or at all obtain
stockholder approval for the transaction; uncertainties as to the
timing of the consummation of the transaction and the ability of
each of Nivalis and Alpine to consummate the transaction; risks
related to Nivalis’ ability to correctly estimate its operating
expenses and its expenses associated with the transaction; risks
related to the market price of Nivalis’ common stock relative to
the exchange ratio; the ability of Nivalis or Alpine to protect
their respective intellectual property rights; competitive
responses to the transaction; unexpected costs, charges or expenses
resulting from the transaction; potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the transaction; and legislative, regulatory,
political and economic developments. The foregoing review of
important factors that could cause actual events to differ from
expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included herein and
elsewhere, including the risk factors included in Nivalis’ most
recent Annual Report on Form 10-K, Nivalis’ recent Quarterly Report
on Form 10-Q and Current Reports on Form 8-K, and Nivalis’ most
recent Registration Statement on Form S-4 filed with the SEC.
Nivalis can give no assurance that the conditions to the
transaction will be satisfied. Except as required by applicable
law, Nivalis undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170720005430/en/
For Nivalis Therapeutics, Inc.Jennifer Paganelli,
347-658-8290jpaganelli@w2ogroup.com
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