Oct 19 2009
Arigene Co., Ltd., a Korean corporation traded on the Korean Securities Dealers Association Quotation System (“Arigene”) (KOSDAQ: 067850), through its wholly-owned subsidiary, RTM Acquisition Company, a Delaware corporation, today commenced a cash tender offer to purchase all outstanding shares of common stock of Trimeris, Inc., a Delaware corporation (“Trimeris”) (NASDAQ: TRMS), 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. Acquisition of Trimeris would represent Arigene’s first step towards the launch of a research and development center in Korea to act as a facilitator to private ventures, governments and educational institutions within the biotechnology industry.
Today Arigene filed with the Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO that provides the terms of the tender offer and explains the procedures by which stockholders may tender their shares and participate in the tender offer. Trimeris concurrently filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Trimeris’ board of directors that Trimeris’ stockholders accept the tender offer and tender their shares to Arigene. As previously disclosed, the boards of directors of Arigene and Trimeris have approved the transaction.
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. The closing of the tender offer is subject to the satisfaction or waiver of certain conditions, including, among others, the tender of a majority of the outstanding Trimeris shares in response to the offer, there not having been a material adverse change with respect to Trimeris, and other customary closing conditions. The tender offer is not subject to a financing condition.