Dec 24 2009
Trimeris, Inc. (Nasdaq: TRMS) (“Trimeris”) today announced that in connection with the Agreement and Plan of Merger dated October 2, 2009, as amended, by and among Trimeris, Arigene Co., Ltd. and RTM Acquisition Company (“Arigene” and “Purchaser,” respectively) (the “Merger Agreement”), 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. Arigene has requested an extension of the expiration date of the tender offer to January 15, 2010.
Under the Merger Agreement, the tender offer is due to expire 5:00 p.m., New York City time, on Monday, December 28, 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 may not have sufficient funds and available financing to purchase all shares of Trimeris common stock validly tendered and not withdrawn as of the expiration of the offer.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offer period and amend the Merger Agreement, Trimeris believes that if sufficient shares are duly tendered and not withdrawn at the scheduled expiration of the tender, all conditions to Arigene's obligation to consummate the tender offer will be satisfied and Arigene will be obligated to purchase such tendered shares.
Trimeris will also evaluate its rights and remedies under the Merger Agreement if Arigene does not complete the purchase of shares tendered under the offer.