Dec 30 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 informed Trimeris through counsel that Arigene intends to terminate the tender offer for all of Trimeris’ outstanding shares of common stock because Arigene was unable to secure sufficient financing for purposes of funding the tender offer. The tender offer expired on Monday, December 28, 2009.
Shortly after entering into the November 17, 2009 amendment to the Merger Agreement which extended the tender offer to December 28, 2009, Trimeris obtained payment of the $12 million reverse termination fee payable to Trimeris under the Merger Agreement. Notwithstanding Arigene’s termination of the tender offer, Trimeris will retain the benefit of the receipt of such fee, net of transaction, advisors’ and legal fees incurred in connection with entering into the Merger Agreement. Trimeris is evaluating its other rights and remedies under the Merger Agreement given the present circumstances.
Trimeris intends to continue to actively manage its operations so as to maximize cash flow attributable to its commercial product FUZEON®. FUZEON® is distributed and sold by Trimeris’ commercial partner F. Hoffman La-Roche, Ltd. Trimeris will also seek additional opportunities to enhance shareholder value consistent with its previously elaborated strategy.
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