Key Developments For Avalon Pharmaceuticals Inc
Avalon Pharmaceuticals, Inc. Delists From NASDAQ-Stock Exchange
The Stock Exchange reported that Avalon Pharmaceuticals, Inc. has been delisted from NASDAQ.
Avalon Pharmaceuticals, Inc. Announces Appointment Of President, Chief Executive Officer And Chief Financial Officer-Form 8-K
Avalon Pharmaceuticals, Inc. announced in its Form 8-K that on May 28, 2009, Andrew J. Fromkin was appointed as President and Chief Executive Officer of Avalon Pharmaceuticals, Inc. C. Evan Ballantyne was appointed as Senior Vice President and Chief Financial Officer of Avalon Pharmaceuticals, Inc.
Clinical Data, Inc. Completes Acquisition of Avalon Pharmaceuticals, Inc.
Clinical Data, Inc. announced the completion of its acquisition of Avalon Pharmaceuticals, Inc. Clinical Data acquired Avalon through an all stock transaction valued at approximately $10 million. As a result of the acquisition, the common stock of Avalon ceased trading at market close on May 28, 2009. As part of the acquisition, former Avalon stockholders will receive 0.0470 of a share of Clinical Data common stock and a contingent value right (CVR) in exchange for each share of Avalon common stock held by them. Each CVR represents the right to receive up to an additional 0.01175 shares of Clinical Data common stock based on payments received by Avalon or its affiliates (including Clinical Data) under certain Avalon contracts. As a consequence of the receipt of a recent termination payment from Merck under these contracts, each CVR represents the right to receive at least 0.00940 of a share of Clinical Data common stock, payable after June 30, 2010.
Clinical Data, Inc. To Acquire Avalon Pharmaceuticals, Inc.
Clinical Data, Inc. and Avalon Pharmaceuticals, Inc. announced that they have entered into a definitive merger agreement for Clinical Data to acquire Avalon in an all-stock transaction valued at approximately $10 million. Clinical Data entered into a definitive merger agreement to acquire Avalon for approximately $10 million in Clinical Data's common stock. Additionally, as part of the merger, Clinical Data will issue contingent value rights to Avalon stockholders, payable for up to $2.5 million of additional shares of Clinical Data's common stock, upon the receipt of certain payments that Avalon may receive under its collaboration agreements with Merck & Co., Inc. and Novartis Institute for Biomedical Research, Inc. prior to June 30, 2010. Clinical Data has completed a private placement of 3,390,547 shares of Avalon's common stock, equivalent to 19.9% of Avalon's issued and outstanding shares. The shares were priced at a 15% discount to the closing price of Avalon's common stock on October 27, 2008, or $0.07 per share, for a total purchase price of approximately $240,000. Clinical Data provided a $3.0 million term loan to Avalon, secured by a first priority lien on all of Avalon's intellectual property. Clinical Data provided an upfront cash payment of $1.0 million to Avalon in exchange for a royalty-free, exclusive worldwide license to Avalon's proprietary drug and biomarker discovery platform, AvalonRx, with carve-outs for existing Avalon compounds and programs.
Avalon Pharmaceuticals, Inc. Announces Reduction of Workforce
Avalon Pharmaceuticals, Inc. announced that it plans to restructure its operations to focus primarily on its existing collaborations and on the pre-clinical and clinical development of its Beta-catenin inhibitor program. In connection with the restructuring of its operations, the Company is implementing across-the-board workforce reductions to lower the Company's headcount by about one third to approximately 35 employees going forward. The Company expects to take restructuring charges related to this workforce reduction and the restructuring of its operations of between $0.9 million and $1.1 million for severance and related costs.
