Surprised to find these guys still exist:
VaxGen Inc. will acquire diaDexus Inc. in a stock-for-stock merger, the companies announced Friday.
VaxGen (OTCBB:VXGN) is a biopharmaceutical company; diaDexus focuses on in vitro diagnostics for cardiovascular disease. Both companies are based in South San Francisco.
VaxGen will issue common stock equal to approximately 38 percent of the outstanding shares of the combined company immediately following the merger and VaxGen stockholders will continue to own approximately 62 percent of the combined company immediately following the merger.
VaxGen has also agreed to provide a loan to diaDexus of up to $6 million. If the amount of the loan advanced exceeds $4 million, the ownership percentage of diaDexus will be reduced. Certain significant stockholders of diaDexus have also agreed to provide a loan to diaDexus in the amount of $1.5 million. Both loans are secured by the assets of diaDexus, including intellectual property.
Upon the closing of the transaction, diaDexus will become a wholly-owned subsidiary of VaxGen, and diaDexus stockholders receiving merger consideration will become stockholders of VaxGen. The officers of the combined company will be the current officers of diaDexus, and the combined company will be renamed diaDexus.
"The VaxGen board of directors and I are very pleased to announce the execution of this merger agreement," said James P. Panek, VaxGen president. "We believe that this transaction provides VaxGen stockholders a significant ownership position in a revenue generating company which we believe has the potential for significant revenue growth in 2011."
As of March 31 VaxGen's reviewed cash, cash equivalents and marketable securities balance was approximately $31.3 million.
VaxGen's South San Francisco facility lease expires in December 2016 and diaDexus' South San Francisco facility lease expires in June 2011. The combined company will make a decision as to which facility best suits its needs.
The combined company will retain ownership of the milestone and royalty rights associated with VaxGen's rPA anthrax vaccine candidate asset sale agreement with Emergent BioSolutions Inc. Under that agreement, VaxGen is eligible to receive potential milestone payments, as well as royalties from sales of rPA for a period of 12.5 years from first commercial sale. The combined company will also retain certain commercialization rights associated with VaxGen's HIV/AIDS vaccine candidates licensed to Global Solutions for Infectious Disease, should those candidates ultimately prove to be commercially viable... |
