OncoMed Pharmaceuticals Declares Special Dividend of Contingent Value Rights
March 15 2019 - 7:00AM
OncoMed Pharmaceuticals, Inc. (“OncoMed”) (NASDAQ:OMED), a
clinical-stage biopharmaceutical company focused on discovering and
developing novel anti-cancer therapeutics, today announced that its
board of directors declared a one-time special dividend in the form
of a contractual right to receive, on a pro rata basis, cash
payments from OncoMed upon the actual receipt by OncoMed or its
affiliates of certain contingent cash amounts in the future
following the exercise by Celgene Corporation or certain of Celgene
Corporation’s affiliates (together, “Celgene”) of the exclusive
option granted by OncoMed to Celgene in relation to OncoMed’s
etigilimab product. More specifically, if a specified approval or
sales milestone is achieved or if royalties are paid by Celgene to
OncoMed or its affiliates in respect of the etigilimab product (in
each case, pursuant to a license agreement to be entered into by
OncoMed and Celgene upon Celgene’s exercise of its exclusive option
in relation to OncoMed’s etigilimab product (the “TIGIT License
Agreement”)), the special dividend will entitle stockholders to
receive an amount in cash equal to such holder’s pro rata portion
of any cash payments made by Celgene and actually received by
OncoMed or its affiliates in respect thereof, net of any tax and
reasonable costs and expenses incurred by OncoMed or its affiliates
in connection with such payments.
All payments will be made to stockholders of record as of the
close of business on April 5, 2019. The special dividend will be
distributed as of the close of business on April 5, 2019. In the
event that OncoMed receives no payment amounts under the TIGIT
License Agreement, OncoMed stockholders will not receive any cash
payments pursuant to this special dividend. There can be no
assurance that any of the applicable milestones and royalties under
the TIGIT License Agreement will be achieved or that any
stockholders will receive payments.
About OncoMed Pharmaceuticals OncoMed is a
clinical-stage biopharmaceutical company focused on developing
novel anti-cancer therapeutics. OncoMed has internally discovered
investigational drugs intended to address the fundamental biology
driving cancer's growth, resistance, recurrence and metastasis.
Product candidates in OncoMed’s portfolio include navicixizumab
(anti-DLL4/VEGF bispecific, OMP-305B83) and etigilimab (anti-TIGIT,
OMP-313M32). For further information about OncoMed Pharmaceuticals,
please see www.oncomed.com.
No Offer or SolicitationThis communication is
not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transactions
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction, in each case in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933 and applicable European or UK, as
appropriate, regulations. Subject to certain exceptions to be
approved by the relevant regulators or certain facts to be
ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or any facility of a national
securities exchange, of any such jurisdiction.In the United Kingdom
this communication is addressed to and directed only at, persons
who are authorized or exempt persons within the meaning of the
Financial Services and Markets Act 2000 or persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”), persons falling
within Article 49(2)(a) to (d) of the Order or persons to whom it
may otherwise lawfully be communicated pursuant to the Order, (all
such persons together being referred to as, “Relevant Persons”).
This communication is directed only at Relevant Persons. Other
persons should not act or rely on this communication or any of its
contents. Any investment or investment activity to which this
communication relates is available only to Relevant Persons and
will be engaged in only with such persons. Solicitations resulting
from this communication will only be responded to if the person
concerned is a Relevant Person.
Additional InformationImportant Additional
Information Has Been and Will Be Filed with the SEC.Mereo BioPharma
Group plc, a public limited company incorporated under the laws of
England and Wales (“Mereo”) has filed with the Securities and
Exchange Commission (“SEC”) (1) a preliminary registration
statement on Form F-4 containing the proxy statement of OncoMed
that also constitutes a prospectus of Mereo (the “proxy
statement/prospectus”) and (2) other documents concerning the
proposed merger. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC, INCLUDING THE DEFINITIVE REGISTRATION STATEMENT
ON FORM F-4, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY
OTHER DOCUMENTS FILED BY EACH OF MEREO AND ONCOMED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE
THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
MEREO, ONCOMED, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of
the proxy statement/prospectus and other documents filed with the
SEC by the parties through the website maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be able
to obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC on Mereo’s website at
https://www.mereobiopharma.com/investors-page/sec-filings/ (for
documents filed with the SEC by Mereo) or on OncoMed’s website at
http://cms2.oncomed.com/investors/financial-information/sec-filings (for
documents filed with the SEC by OncoMed).
Participants in the SolicitationMereo, OncoMed
and their respective directors, executive officers and certain
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of Mereo and OncoMed, respectively in
connection with the proposed merger. Stockholders may obtain
information regarding the names, affiliations and interests of
OncoMed’s directors and officers in OncoMed’s Annual Report on Form
10-K for the fiscal year ended December 31, 2018, which was filed
with the SEC on March 7, 2019, and its definitive proxy statement
on Schedule 14A for the 2018 annual meeting of stockholders, which
was filed with the SEC on April 27, 2018. To the extent the
holdings of OncoMed’s securities by OncoMed’s directors and
executive officers have changed since the amounts set forth in
OncoMed’s proxy statement for its 2018 annual meeting of
stockholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the names, affiliations and interests of
Mereo’s directors and officers is contained in Mereo’s Annual
Report for the fiscal year ended December 31, 2017 and can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of such individuals
in the proposed merger will be included in the definitive proxy
statement/prospectus relating to the proposed merger when it is
filed with the SEC. These documents (when available) may be
obtained free of charge from the SEC's website at www.sec.gov,
Mereo’s website at
https://www.mereobiopharma.com/investors-page/sec-filings/, or on
OncoMed’s website at
http://cms2.oncomed.com/investors/financial-information/sec-filings.
Forward Looking Statements To the extent that
statements contained in this press release are not descriptions of
historical facts regarding OncoMed, they are forward-looking
statements reflecting the current beliefs and expectations of
management made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including,
without limitation, the ability of OncoMed shareholders to receive
cash payments pursuant to the special dividend; the achievement of
the applicable milestones and/or royalties under the TIGIT License
Agreement; and the potential for the proposed merger transaction to
close and the timing of the closing of the transaction. Such
forward-looking statements involve substantial risks and
uncertainties that could cause OncoMed's clinical development
programs, future results, performance or achievements to differ
significantly from those expressed or implied by the
forward-looking statements. Such risks and uncertainties include,
among others, the uncertainties inherent in the clinical
development process; failure or delays in research and development
programs; unanticipated changes relating to competitive factors in
OncoMed’s industry; the potential failure to achieve any of the
applicable milestones and/ or royalties under the TIGIT License
Agreement; the potential failure to obtain applicable shareholder
approvals in a timely manner or otherwise; the potential failure to
satisfy other closing conditions to the proposed transaction; risks
related to unanticipated costs, liabilities or delays of the
transaction; and the outcome of any legal proceedings related to
the merger. OncoMed undertakes no obligation to update or revise
any forward-looking statements. For a further description of the
risks and uncertainties that could cause actual results to differ
from those expressed in these forward-looking statements, as well
as risks relating to OncoMed's business in general, see OncoMed's
Annual Report on Form 10-K filed with the SEC on March 7, 2019 and
OncoMed's other current and periodic reports filed with the
SEC.
Contacts: Sylvia Wheeler
Sylvia.wheeler@oncomed.com
Alexandra Santos asantos@wheelhouselsa.com
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