SAN CARLOS, Calif., Jan. 7 Nuvelo, Inc.(Nasdaq: NUVO) today announced that the stockholders of Nuvelo have approvedthe issuance of Nuvelo Common Stock pursuant to the merger agreement datedSeptember 24, 2008, as amended, between Nuvelo, ARCA biopharma and a Nuvelosubsidiary. Nuvelo's stockholders also voted to adjourn Nuvelo's specialstockholder meeting until January 23, 2009, to solicit additional proxies infavor of a proposal to amend the Company's amended and restated certificate ofincorporation to effect a reverse stock split of the issued and outstandingshares of Nuvelo's common stock. This proposal is a necessary condition tothe completion of the proposed merger.
A substantial majority of the proxies received by Nuvelo to date reflectvotes cast in favor of both the proposal regarding the reverse stock split anda separate proposal to amend the Company's amended and restated certificate ofincorporation to increase the number of authorized shares of Nuvelo commonstock to 250 million. However, approval of each of these proposals requiresthe affirmative vote of a majority of the issued and outstanding shares ofNuvelo's common stock, which was not received by the time of the stockholdermeeting. As the proposal relating to the stock split is a necessary conditionto the completion of the proposed merger, while the proposal relating to theincrease in authorized shares of Nuvelo common stock is not, the Board ofDirectors of Nuvelo has withdrawn the proposal to increase the number ofauthorized shares and the special stockholder meeting has been adjourned to alater date to solicit additional proxies on the proposal authorizing thereverse stock split.
The Nuvelo stockholder meeting will reconvene at 9:00 a.m. PST on January23, 2009 at Nuvelo's corporate headquarters located at 201 Industrial Road,Suite 310, San Carlos, California to consider the proposal to approve theamendment of the Company's amended and restated certificate of incorporationto effect the reverse stock split.
Shareholders who need assistance with voting their shares should contactNuvelo's proxy solicitor, Georgeson Inc., at 800-377-0321.
Nuvelo, Inc. is dedicated to improving the lives of patients through thediscovery, development and commercialization of novel drugs for acutecardiovascular disease, cancer and other debilitating medical conditions.Nuvelo's development pipeline includes NU172, a direct thrombin inhibitorwhich has completed Phase 1 development for use as a potential short-actinganticoagulant during medical or surgical procedures; and NU206, a Wnt pathwaymodulator in Phase 1 development for the potential treatment ofchemotherapy/radiation therapy-induced mucositis and inflammatory boweldisease. In addition, Nuvelo is pursuing research programs in leukemia andlymphoma therapeutic antibodies and Wnt signaling pathway therapeutics tofurther expand its pipeline and create additional partnering and licensingopportunities.
Information about Nuvelo is available at its website athttp://www.nuvelo.com or by phoning 650-517-8000.
This press release contains "forward-looking statements" which include,without limitation, statements regarding the completion of the proposed mergertransaction between Nuvelo, ARCA and Dawn Acquisition Sub, Inc., thesolicitation of proxies, the transaction's anticipated completion and theprogress of Nuvelo's clinical stage and research programs, which statementsare hereby identified as "forward-looking statements" for purposes of the safeharbor provided by the Private Securities Litigation Reform Act of 1995. Suchstatements are based on the companies' managements' current expectations andinvolve risks and uncertainties. Actual results and performance could differmaterially from those projected in the forward- looking statements as a resultof many factors, including, without limitation, failure of Nuvelo'sstockholders to approve the proposal regarding the reverse stock split, theability to complete the transaction contemplated by this communication in atimely fashion, the risk that Nuvelo's and ARCA's business operations will notbe integrated successfully; the combined company's inability to furtheridentify, develop and achieve commercial success for products andtechnologies; the risk that the combined company's financial resources will beinsufficient to meet the combined company's business objectives; uncertaintiesrelating to drug discovery and the regulatory approval process; clinicaldevelopment processes; enrollment rates for patients in the companies'clinical trials; changes in relationships with strategic partners anddependence upon strategic partners for the performance of critical activitiesunder collaborative agreements; and the impact of competitive products andtechnological changes. These and other factors are identified and described inmore detail in Nuvelo's filings with the SEC, including without limitationNuvelo's quarterly report on Form 10-Q for the quarter ended September 30,2008 and subsequent filings. We disclaim any intent or obligation to updatethese forward-looking statements.
Additional Information and Where to Find It
Nuvelo has filed a registration statement on Form S-4, and a related proxystatement/prospectus/consent solicitation, in connection with the merger.Investors and security holders are urged to read the registration statement onForm S-4 and the related proxy statement/prospectus/consent solicitationbecause they contain important information about the merger transaction.Investors and security holders may obtain free copies of these documents andother 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 thedocuments filed with the SEC by contacting Nuvelo Investor Relations at theemail address: [email protected]
or by phone at 650-517-8000.
In addition to the registration statement and related proxystatement/prospectus/consent solicitation, Nuvelo files annual, quarterly andspecial reports, proxy statements and other information with the SEC. You mayread 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 callthe SEC at 1-800-SEC-0330 for further information on the public referenceroom. Nuvelo, Inc.'s filings with the SEC are also available to the publicfrom commercial document-retrieval services and at SEC's website athttp://www.sec.gov, and from Investor Relations at Nuvelo as described above.
This communication shall not constitute an offer to sell or thesolicitation of an offer to sell or the solicitation of an offer to buy anysecurities, nor shall there be any sale of securities in any jurisdiction inwhich such offer, solicitation or sale would be unlawful prior to registrationor qualification under the securities laws of any such jurisdiction. Nooffering of securities shall be made except by means of a prospectus meetingthe requirements of Section 10 of the Securities Act of 1933, as amended.
Nuvelo, ARCA and their respective directors and executive officers may bedeemed to be participants in the solicitation of proxies from the stockholdersof Nuvelo in connection with the merger transaction. Information regarding thespecial interests of these directors and executive officers in the mergertransaction is included in the proxy statement/prospectus/consent solicitationdescribed above. Additional information regarding the directors and executiveofficers of Nuvelo is also included in Nuvelo's proxy statement for its 2008Annual Meeting of Stockholders which was filed with the SEC on April 23, 2008and its Annual Report on Form 10-K for the year ended December 31, 2007, whichwas filed with the SEC on March 12, 2008. These documents are available asdescribed above.
SOURCE Nuvelo, Inc.