BURLINGTON, Mass.--(BUSINESS WIRE)--
Dyax Corp. (NASDAQ: DYAX) ('Dyax') today announced that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the 'HSR Act'), applicable to its proposed acquisition by
Shire Pharmaceuticals International ('SPI'), an indirect wholly-owned
subsidiary of Shire plc ('Shire'), was terminated by the United States
Federal Trade Commission ('FTC') on December 2, 2015. Dyax appreciates
the FTC's cooperation and its prompt review.
As previously announced on November 2, 2015, Dyax and Shire have entered
into a definitive merger agreement (the 'Merger Agreement') pursuant to
which Shire will, through SPI, acquire Dyax for $37.30 in cash per Dyax
share, for aggregate upfront consideration of approximately $5.9 billion
(the 'Merger'). Dyax shareholders may receive additional value through a
non-tradable contingent value right that will pay $4.00 in cash per Dyax
share upon approval of DX-2930 in hereditary angioedema (HAE),
representing a potential additional $646 million in aggregate contingent
consideration. Termination of the HSR Act waiting period is one of the
specified conditions to which the closing of the Merger is subject.
The completion of the Merger remains subject to certain other closing
conditions, including adoption of the Merger Agreement by Dyax's
stockholders.
About Dyax Corp.
Dyax is a biopharmaceutical company focused on the development and
commercialization of novel biotherapeutics for unmet medical needs. Dyax
is developing DX-2930, a fully human monoclonal antibody, for the
prevention of HAE attacks. Additionally, Dyax markets KALBITOR®
(ecallantide) for the treatment of acute attacks of HAE in patients 12
years of age and older.
Both DX-2930 and KALBITOR were identified using Dyax's proprietary phage
display technology. Dyax has broadly licensed this technology under its
Licensing and Funded Research Portfolio (LFRP). The current portfolio
includes two FDA approved products and multiple product candidates in
various stages of clinical development for which Dyax is eligible to
receive future milestones and royalties.
For additional information about Dyax, please visit www.dyax.com.
For additional information about KALBITOR, including full prescribing
information, please visit www.KALBITOR.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements included herein may contain certain 'forward-looking
statements' (including 'forward-looking statements' within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended), including with
respect to the proposed acquisition of Dyax by Shire. All statements
other than statements of historical or current facts included herein are
forward-looking statements. Forward-looking statements often use words
such as 'anticipate', 'target', 'expect', 'estimate', 'predict',
'intend', 'plan', 'contemplate', 'project', 'potential', 'goal',
'continue', 'believe', 'will', 'likely', 'may', 'should', 'would',
'could' or other words or terms of similar meaning. Such statements are
based upon Dyax's current beliefs and expectations and are subject to
significant risks and uncertainties. Actual results may vary materially
from those set forth in the forward-looking statements.
Although Dyax believes the expectations contained in its forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove correct. Such risks and uncertainties include
risks and uncertainties related to the proposed transaction with Shire
Pharmaceuticals International, Parquet Courts, Inc. and Shire plc
including, but not limited to:
-
the expected timing and likelihood of completion of the pending merger;
-
the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, including a
termination of the merger agreement under circumstances that could
require us to pay a termination fee;
-
the possibility Dyax's stockholders may not approve the merger;
-
the risk that the parties may not be able to satisfy the conditions to
the proposed merger in a timely manner or at all;
-
the failure of the merger to close for any other reason;
-
the non-occurrence of the milestone event specified in the contingent
value rights agreement;
-
risks related to disruption of management time from ongoing business
operations due to the proposed merger;
-
limitations placed on our ability to operate the business by the
merger agreement;
-
the outcome of any legal proceedings instituted against Dyax and/or
others relating to the merger agreement, and the transactions
contemplated thereby, including the merger;
-
the risk that any announcements relating to the proposed merger could
have adverse effects on the market price of Dyax's common stock;
-
the risk that the proposed transaction and its announcement could have
an adverse effect on the ability of Dyax to retain and hire key
personnel and maintain relationships with its suppliers and customers,
and on its operating results and businesses generally; and
-
certain presently unknown or unforeseen factors, including, but not
limited to, acts of terrorism and natural disasters.
Dyax cautions that the foregoing list of important factors that may
affect future results is not exhaustive. Dyax undertakes no obligation
to correct or update any forward-looking statements, whether as a result
of new information, future events or otherwise. Additional information
on factors that may affect the business and financial results of Dyax
can be found in the filings of Dyax made from time to time with the
Securities and Exchange Commission ('SEC'). Unless indicated otherwise,
the term 'Dyax' refers collectively to Dyax and its subsidiaries.
Additional Information and Where to Find It
In connection with the merger, Dyax will prepare a definitive proxy
statement to be filed with the SEC. When completed, a definitive proxy
statement and a form of proxy will be mailed to the stockholders of
Dyax, preliminary versions of which have been filed with the SEC. BEFORE
MAKING ANY VOTING DECISION, DYAX'S STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.Dyax's stockholders will be able to obtain, without charge, a copy of
the proxy statement (when available) and other relevant documents filed
with the SEC from the SEC's website at http://www.sec.gov.
Dyax's stockholders will also be able to obtain, without charge, a copy
of the proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Dyax Corp., Attn: Investor
Relations, 55 Network Drive, Burlington, Massachusetts 01803, telephone:
(617) 225-2500, or from Dyax's website, http://www.dyax.com.
Participants in Solicitation
Dyax and its directors and officers may be deemed to be participants in
the solicitation of proxies from Dyax's stockholders with respect to the
merger. Information about Dyax's directors and executive officers and
their ownership of Dyax's common stock is set forth in the proxy
statement for Dyax's 2015 Annual Meeting of Stockholders, which was
filed with the SEC on April 14, 2015. Stockholders may obtain additional
information regarding the interests of Dyax and its directors and
executive officers in the merger, which may be different than those of
Dyax's stockholders generally, by reading the definitive proxy
statement, a preliminary version of which has been filed with the SEC,
and other relevant documents regarding the merger, when filed with the
SEC.
View source version on businesswire.com : http://www.businesswire.com/news/home/20151202006452/en/
Dyax Corp.
Jennifer Robinson, 617-250-5741
Director, Investor
Relations and Corporate Communications
jrobinson@dyax.com
Source: Dyax Corp.
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