On December 15, 2009, Avigen issued the
following press release:
MediciNova and Avigen Confirm
Stockholder Election Deadline
SAN DIEGO and ALAMEDA, Calif., Dec. 15,
2009 (GLOBE NEWSWIRE) -- MediciNova, Inc., a biopharmaceutical company that is
publicly traded on the Nasdaq Global Market (Nasdaq: MNOV - News) and the
Hercules Market of the Osaka Securities Exchange (Code Number:4875) and Avigen,
Inc. (Nasdaq: AVGN - News), a biopharmaceutical company, confirmed today that,
as previously announced, Avigen stockholders that wish to make an election with
respect to the merger consideration to be received in the proposed acquisition
by MediciNova of Avigen must deliver a properly completed election form to
American Stock Transfer & Trust Company, LLC by 5:00 p.m., Eastern Time, on
December 17, 2009 (the "Election Deadline"), the day of the Special Meeting of
Avigen stockholders.
Avigen stockholders who hold their shares
through a bank, broker or other nominee may have an election deadline earlier
than the Election Deadline. These Avigen stockholders should carefully review
any materials they receive from their bank, broker or other nominee to determine
the election deadline applicable to them.
Under the terms of the merger agreement
and as described in the joint proxy statement/ prospectus mailed to Avigen
stockholders, Avigen stockholders have the right to elect to receive an amount
per share in either cash, secured convertible notes to be issued by MediciNova
or a combination of cash and such convertible notes. Avigen stockholders who do
not make a timely election or fail to deliver a properly completed election form
to American Stock Transfer & Trust Company, LLC by the Election Deadline
will not be able to elect the form of merger consideration they will receive in
the merger. These non-electing stockholders will receive a combination of 50%
cash and 50% secured convertible notes to be issued by MediciNova.
Avigen stockholders may request copies of
the election form previously mailed to record holders by calling American Stock
Transfer & Trust Company, LLC at (877) 248-6417 or (718) 921-8317. In
addition, a copy of the election form may be obtained on Avigen's website,
www.avigen.com. Avigen stockholders who hold their shares through a bank, broker
or other nominee should contact their bank, broker or other nominee to obtain
additional copies of the election forms and for instructions on how to make an
election for those shares. In addition, individuals and entities contemplating
the acquisition of Avigen shares should contact their bank, broker or other
nominee immediately to determine how to make an election for any shares to be
acquired.
As provided by the merger agreement and as
described in the joint proxy statement/prospectus, Avigen's stockholders will be
entitled to one Contingent Payment Right ("CPR") per share of Avigen common
stock held in addition to the cash and/or convertible note consideration. The
CPRs will entitle holders under certain circumstances to a pro rata portion of
certain amounts received by Avigen after the closing of the merger.
The transaction is expected to close in
December 2009 and is subject to approval of Avigen's stockholders and approval
of MediciNova's stockholders as well as other customary closing
conditions.
About MediciNova
MediciNova, Inc. is a publicly-traded
biopharmaceutical company focused on acquiring and developing novel,
small-molecule therapeutics for the treatment of diseases with unmet need with a
specific focus on the U.S. market. Through strategic alliances primarily with
Japanese pharmaceutical companies, MediciNova holds rights to a diversified
portfolio of clinical and preclinical product candidates, each of which
MediciNova believes has a well-characterized and differentiated therapeutic
profile, attractive commercial potential and patent assets having claims of
commercially adequate scope. MediciNova's pipeline includes six clinical-stage
compounds for the treatment of acute exacerbations of asthma, chronic
obstructive pulmonary disease exacerbations, multiple sclerosis, asthma,
interstitial cystitis, solid tumor cancers, Generalized Anxiety Disorder,
preterm labor and urinary incontinence and two preclinical-stage compounds for
the treatment of thrombotic disorders. MediciNova's current strategy is to focus
its resources on its two prioritized product candidates, MN-221 for the
treatment of acute exacerbations of asthma and chronic obstructive pulmonary
disease exacerbations and MN-166 for the treatment of multiple sclerosis, and
either pursue development independently in the United States, in the case of
MN-221, or establish a strategic collaboration to support further development,
in the case of MN-166. MediciNova will seek to monetize its other product
candidates at key value inflection points. For more information on MediciNova,
Inc., please visit www.medicinova.com.
The MediciNova, Inc. logo is available
at
http://www.globenewswire.com/newsroom/prs/?pkgid=3135
About Avigen
Avigen is a biopharmaceutical company that
has focused on identifying and developing differentiated products to treat
patients with serious neurological and other disorders. For more information
about Avigen, consult the company's website at www.avigen.com.
Statement under the Private Securities
Litigation Reform Act
The statements in this press release
relating to the merger contain forward-looking statements. Such forward looking
statements include the expected timing of closing the merger, statements about
the consideration to be received by Avigen stockholders in the transaction and
other statements that are not historical facts. These forward-looking statements
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected in these forward-looking statements, including
the risk that the merger will not close as expected, or at all, due to the
failure of satisfaction of all of the closing conditions, including the receipt
of the requisite stockholder approvals from the stockholders of each company.
These risks and uncertainties are detailed in the joint proxy
statement/prospectus mailed to stockholders of Avigen and MediciNova and in
Amendment No. 3 to Registration Statement on Form S-4 filed
by MediciNova with the Securities and Exchange Commission, in
each case under the caption "Risk Factors."
Contact:
MediciNova, Inc.
Shintaro Asako, Chief Financial Officer
(858) 373-1500
info@medicinova.com
Avigen, Inc.
Andrew Sauter, Chief Executive Officer, President and Chief Financial
Officer
510-748-7172
Kirk Johnson, Ph.D., Vice President, Research &
Development
510-748-7106
ir@avigen.com
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