Key Developments For Trimeris Inc
Trimeris Inc (TRMS.O) (Consolidated Issue listed on NASDAQ Global Market)
Trimeris, Inc. Announces Extension Of Arigene Tender Offer And Amendment Of Merger Agreement
Trimeris, Inc. announced that it has agreed to an extension of the tender offer for all of Trimeris` outstanding shares of common stock commenced by Arigene Co., Ltd. (Arigene) and RTM Acquisition Company (the Purchaser) on October 19, 2009 until December 28, 2009. Based on a preliminary count by the depositary for the tender offer, as of the close of business on November 16, 2009, a total of 18,462,006 shares, which represent approximately 82.72% of the shares subject to the tender offer, have been tendered and not withdrawn pursuant to the tender offer. The extension of the tender offer period is contained in an amendment to the Agreement and Plan of Merger, by and among Trimeris, Arigene and the Purchaser, dated as of October 2, 2009 (the Merger Agreement), which provides, among other things, that Arigene and the Purchaser will be required to purchase shares of Trimeris common stock at the expiration date of the tender offer (as extended) even if there is a material adverse effect at Trimeris at the expiration of the tender offer. The amendment also obligates Arigene and Trimeris to issue a joint direction to the escrow agent under the Merger Agreement directing immediate payment to Trimeris of the $12 million reverse termination fee currently held in escrow pursuant to the terms of the Merger Agreement.
Trimeris, Inc. Receives Request From Arigene For Extension Of Tender Offer Period
Trimeris, Inc. announced that in connection with the Agreement and Plan of Merger dated October 2, 2009, by and among Trimeris, Arigene Co., Ltd. and RTM Acquisition Company (Arigene and Purchaser, respectively), Arigene has requested through counsel that Trimeris consent to an extension of the expiration date of the tender offer for all of Trimeris' outstanding shares of common stock commenced by Arigene and the Purchaser on October 19, 2009, pursuant to the terms of the Merger Agreement. Under the Merger Agreement, the tender offer is due to on November 16, 2009 unless the parties agree otherwise. Trimeris was informed that, unless the expiration date of the tender offer is extended as requested, Arigene and the Purchaser do not expect to have sufficient funds and available financing to purchase all shares of Trimeris common stock validly tendered and not withdrawn as of the expiration of the offer. While Trimeris is evaluating Arigene's request to extend the tender offer period and amend the Merger Agreement, Trimeris believes that if sufficient shares are duly tendered and not withdrawn at the scheduled expiration of the tender, all conditions to Arigene's obligation to consummate the tender will be satisfied and Arigene will be obligated to purchase such tendered shares.
Stull, Stull & Brody Announces Investigation on Behalf of Shareholders of Trimeris, Inc.
Stull, Stull & Brody announced that it has commenced an investigation on behalf of shareholders of Trimeris, Inc. for possible breaches of fiduciary duty and other violations of state law in connection with an agreement by the Trimeris Board of Directors to sell all of the Company's outstanding shares of common stock at a price of $3.60 per share to Arigene Co., Ltd. The investigation concerns the price to be paid by Arigene to Trimeris shareholders and the process by which the Trimeris Board of Directors is addressing the transaction. Given that Trimeris common stock was trading at $3.68 per share as recently as October 2, 2009, Stull, Stull & Brody is investigating whether the Trimeris Board of Directors breached their fiduciary duties owed to Trimeris shareholders in violation of state law by not acting in the best interests of the Company's shareholders in connection with the transaction.
ARIGENE Co., Ltd. Commences Tender Offer To Acquire All Outstanding Shares Of Trimeris, Inc. Stock For $3.60 Per Share In Cash
ARIGENE Co., Ltd., through its wholly owned subsidiary, RTM Acquisition Company, announced that it commenced a cash tender offer to purchase all outstanding shares of common stock of Trimeris, Inc., (Trimeris), pursuant to the Agreement and Plan of Merger among Arigene, RTM Acquisition Company and Trimeris, executed and publicly announced on October 2, 2009. Upon the successful closing of the tender offer, stockholders of Trimeris will receive $3.60 in cash, without interest and less any required withholding taxes, for each share of Trimeris common stock tendered in the offer. Following the tender offer, if successful, RTM Acquisition Company will be merged with and into Trimeris, with Trimeris continuing as the surviving corporation. As a result of the merger, Trimeris will become a wholly owned subsidiary of Arigene. The tender offer will expire at midnight, New York City time, on November 16, 2009, unless extended in accordance with the terms of the tender offer and the applicable rules and regulations of the SEC. Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal advisor to Trimeris for this transaction. HCube Advisors, Inc. acted as financial advisor and K&L Gates, LLP is acting as legal advisor to Arigene.
ARIGENE Co., Ltd. To Acquire Trimeris, Inc.
Trimeris, Inc. announced that it has entered into a merger agreement with Arigene Co., Ltd., a Korean corporation traded on the Korean Securities Dealers Association Quotation System pursuant to which Arigene has agreed to acquire Trimeris for approximately $81 million through a cash tender offer of $3.60 per share, followed by a merger to acquire all remaining outstanding Trimeris shares at the same price per share paid in the tender offer. The tender offer price represents an approximately 55% premium to Trimeris` average stock price over the last three month period ending on October 1, 2009, and an approximately 40% premium to the closing price of Trimeris` common stock on October 1, 2009. Stockholders of Trimeris representing approximately 36% of shares outstanding have executed voting agreements in support of the transaction. The transaction has been approved by the Boards of Directors of Trimeris and Arigene. The parties expect the tender offer and merger to be completed in the fourth quarter of 2009. Following the tender offer, if successful, RTM Acquisition Company, a wholly owned subsidiary of Arigene, will be merged with and into Trimeris, with Trimeris continuing as the surviving corporation. As a result of the merger, Trimeris will become a wholly owned subsidiary of Arigene.
