ANNAPOLIS, Md., Sept. 9, 2013 /PRNewswire/ -- PharmAthene, Inc. (NYSE MKT: PIP) announced today that it has filed a registration statement on Form S-4 with the Securities and Exchange Commission (SEC) containing a preliminary proxy statement / prospectus / consent solicitation in connection with the previously announced merger between PharmAthene, Inc., and Theraclone Sciences, Inc., a privately-held monoclonal antibody (mAb) discovery and development company.
Under the terms of the merger agreement, a wholly-owned subsidiary of PharmAthene will merge into Theraclone in an all-stock transaction. PharmAthene will issue shares of PharmAthene common stock to Theraclone stockholders such that upon completion of the merger, the PharmAthene and Theraclone security holders will each own 50.0% of the outstanding equity of the combined company on an as converted and fully diluted basis (but excluding PharmAthene warrants and options with an exercise price of more than $2.50 per share). If no options or warrants of either PharmAthene or Theraclone are exercised prior to the completion of the merger, PharmAthene and Theraclone security holders would own, respectively, approximately 54% and 46% of the outstanding shares of common stock of the combined company.
The registration statement has not yet been declared effective and the information contained in the filing is subject to change. No shares of PharmAthene common stock may be issued in connection with the merger prior to the time the registration statement becomes effective.
Important Additional Information about the Proposed MergerThis communication is being made in respect of the proposed merger involving Theraclone and PharmAthene. On August 1, 2013, PharmAthene filed with the SEC a current report on Form 8-K, which includes the merger agreement and related documents. As stated above, on September 9, 2013, PharmAthene filed a registration statement on Form S-4 with the SEC, which contains a preliminary proxy statement/prospectus/consent solicitation and other relevant materials, and plans to file with the SEC other documents regarding the proposed transaction. Once the registration statement has been declared effective, the final joint proxy statement / prospectus / consent solicitation will be sent to the stockholders of PharmAthene and Theraclone in connection with the stockholder votes on matters relating to the proposed transaction. The proxy statement/prospectus/consent solicitation contains information about PharmAthene, Theraclone, the proposed transaction, and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT / PROSPECTUS / CONSENT SOLICITATION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN, AS THE CASE MAY BE, IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER AND RELATED MATTERS. In addition to receiving the proxy statement/prospectus/consent solicitation and proxy card by mail, stockholders will also be able to obtain the proxy statement/prospectus/consent solicitation, as well as other filings containing information about PharmAthene, without charge, from the SEC's website ( http://www.sec.gov) or, without charge, by contacting Stacey Jurchison at PharmAthene at (410) 269-2610. No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction in connection with the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.