28.12.2005 14:00:00
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EpiCept Corporation and Maxim Pharmaceuticals Announce Trading and Listing Mechanics upon Closing of the Merger
It is planned that the merger will close on approximately January4, 2006 and a certificate of merger will be filed with the Secretaryof State of the State of Delaware on that date. Upon closing of themerger, Maxim will become a wholly owned subsidiary of EpiCept.EpiCept will issue shares of its common stock to the Maximstockholders in exchange for all of the outstanding shares in Maxim.This means that the stockholders of Maxim will be entitled to receiveshares in EpiCept and/or payment for any fractional shares uponclosing of the merger as further set out in the ProxyStatement/Prospectus. Maxim has applied for a delisting of its sharesof Maxim stock from the Nasdaq National Market and Stockholmsborsen AB(the Stockholm Stock Exchange) in connection with the closing of themerger.
The last day for trading of the Maxim shares on StockholmsborsenAB will be December 30, 2005 to allow, prior to the close of themerger, a three day settlement period that for technical reasons isnecessary in the Swedish clearing system. This means that there willbe no trading in the Maxim shares on Stockholmsborsen AB afterDecember 30, 2005. Any Maxim stockholder who wishes to continue totrade the Maxim shares in the interim period up to the closure ofmerger may do so by transferring its shares for trading on the NasdaqNational Market before January 2, 2006.
The Maxim shares will continue to be traded on the Nasdaq NationalMarket under the symbol MAXM up until the date of the closing of themerger. This means that if the merger closes on January 4, 2006, thelast day for trading of the Maxim shares on the Nasdaq National Marketunder the symbol MAXM will be January 4, 2006 and EpiCept shares willbegin trading January 5, 2006.
EpiCept has applied for a primary listing of its shares on theNasdaq National Market and a secondary listing of its shares on theO-list of the Stockholm Stock Exchange. In order to be listed, EpiCeptwill be required to meet the initial listing requirements establishedby those regulatory bodies. It is anticipated that the EpiCept shareswill be traded on the Nasdaq National Market on the first trading dayfollowing the closing of the merger and on Stockholmsborsen AB on thesecond trading day following the closing of the merger. This meansthat if the merger closes on January 4, 2006, the first trading day onthe Nasdaq National Market is expected to be January 5, 2006 and thefirst trading day on Stockholmsborsen AB is expected to be January 9,2006, due to the fact that January 6, 2006 is a Swedish holiday.
About EpiCept
EpiCept Corporation is a specialty pharmaceutical company focusedon the development and commercialization of topically deliveredprescription pain management therapeutics. EpiCept has six products inclinical development for the treatment of various types of pain thatare either in Phase II or Phase III clinical trials.
About Maxim
Maxim is a biopharmaceutical company dedicated to developinginnovative cancer therapeutics. Maxim has completed one Phase 3clinical trial of Ceplene(TM) plus Interleukin-2 combination therapyas a remission maintenance therapy for patients with acute myeloidleukemia. Maxim is also engaged in the discovery and development ofsmall-molecule apoptosis inducers and inhibitors to treat a wide rangeof disorders, including cancers and degenerative diseases. Using itsproprietary high-throughput screening technology and its chemicalgenetics approach several lead compounds have been identified. Currentefforts continue toward the development of these compounds eitherinternally or through strategic collaborative arrangements. Cepleneand the apoptosis compounds are investigational drugs and have notbeen approved by the U.S. Food and Drug Administration or anyinternational regulatory agency.
Forward Looking Statements
This news release contains certain forward-looking statements thatinvolve risks and uncertainties that could cause actual results to bematerially different from historical results or from any futureresults expressed or implied by such forward-looking statements. Suchforward-looking statements include statements regarding the proposedtransaction, the efficacy, safety, and intended utilization of thecompanies' respective product candidates, the conduct and results offuture clinical trials, and plans regarding regulatory filings, futureresearch and clinical trials and plans regarding partneringactivities. Factors that may cause actual results to differ materiallyinclude the risk that Maxim and EpiCept may not be able to completethe proposed transaction, the risk that product candidates thatappeared promising in early research and clinical trials do notdemonstrate safety and/or efficacy in larger-scale or later clinicaltrials, the risk that Maxim and EpiCept will not obtain approval tomarket their respective products, the risks associated with relianceon outside financing to meet capital requirements, and the risksassociated with reliance on collaborative partners for furtherclinical trials, development and commercialization of productcandidates. You are urged to consider statements that include thewords "may," "will," "would," "could," "should," "believes,""estimates," "projects," "potential," "expects," "plans,""anticipates," "intends," "continues," "forecast," "designed," "goal,"or the negative of those words or other comparable words to beuncertain and forward-looking. The transaction is subject to customaryclosing conditions, including approval of Maxim's stockholders. Thesefactors and others are more fully discussed in Maxim's periodicreports and other filings with the SEC.
Note: The EpiCept logo is a trademark of EpiCept. The Maxim logois a trademark of Maxim.
Editor's Note: This release is also available on the Internet athttp://www.EpiCept.com and http://www.Maxim.com.
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