Transaction to create NASDAQ-listed company focused on the development and commercialization of women's reproductive health products
Cerulean and Daré to Host Joint Conference Call in March to Discuss Proposed Transaction and Dare's Business Opportunity
Cerulean Enters into Two Agreements to Sell Assets
Cerulean Pays off Debt Facility and Announces Reduction in Force
The transaction and the Cerulean asset sales mentioned below would
result in a NASDAQ-listed company with a focus on the development and
commercialization of products for women's reproductive health. Daré
Bioscience's product candidate, Ovaprene®, is a clinical stage,
non-hormonal contraceptive ring for monthly use that potentially
addresses a significant unmet need. Contraception is a
"We are thrilled to have the opportunity to grow our business as a
public company," said
Cerulean also announced today that it has entered into two agreements
for the sale of assets, the proceeds of which will be used to help fund
the combined company's operations. Cerulean sold its clinical product
candidates, CRLX101 and CRLX301, for
Cerulean also announced that, in connection with these transactions, it is paying off its debt facility with Hercules Capital, Inc.
"Cerulean conducted an extensive review of strategic alternatives with
the goal of maximizing value for our stockholders," said Christopher D.
Cerulean also announced that it is reducing its workforce by 11 people, or approximately 58%, to a total of eight full-time equivalent employees, under a plan expected to be completed during the second quarter of 2017. Affected employees are being offered transition benefits.
Stock Purchase Agreement Details
Under the terms of the stock purchase agreement, the stockholders of Daré Bioscience will receive shares of newly issued Cerulean common stock, while outstanding Daré Bioscience options and convertible securities will be assumed by Cerulean. Following the issuance of the shares, depending on the relative net cash positions of Cerulean and Daré Bioscience at the time of closing, it is expected that existing Cerulean stockholders will own between 30% and 49% of the combined company, and existing Daré Bioscience stockholders will own between 51% and 70% of the combined company. The transaction has been unanimously approved by the boards of directors of both companies. The transaction is expected to close during the second quarter of 2017, subject to customary closing conditions, including approval by stockholders of Cerulean.
Management and Organization
Upon the close of the proposed transaction, the board of directors of
the combined company will consist of five members, three to be
designated by Daré and two to be designated by Cerulean. Officers of the
combined company will include
Conference Call Information
Cerulean and Daré intend to host a conference call in March. Call in information will be provided in a future press release.
About Daré Bioscience
Daré Bioscience is a clinical-stage pharmaceutical company focusing on the development and commercialization of products for women's reproductive health. Daré is committed to advancing novel clinical-stage candidates in women's reproductive health to expand options and improve outcomes. Product development in women's reproductive health is fragmented creating a potential opportunity for Daré. Our goal is to fill the gap by taking products from innovation through development - the Daré team is well-suited to ensure these products advance and are one day commercially available. The founders bring experience in global women's healthcare as well as success in prior ventures in funding, achieving regulatory approvals, partnering, and launching a number of products, including devices, therapeutics and diagnostics.
For more information on the company, please visit www.darebioscience.com.
Cerulean is a company focused on applying the Dynamic Tumor Targeting™ Platform to create nanoparticle-drug conjugates (NDCs) designed to selectively attack tumor cells, reduce toxicity by sparing the body's normal cells, and enable therapeutic combinations.
Additional Information about the Proposed Transactions and Where to Find It
In connection with each of the proposed Daré transaction and the
proposed Novartis transaction, Cerulean intends to file relevant
materials with the
Participants in the Solicitation
Cerulean, Daré, and each of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the stockholders of Cerulean in connection with the proposed Daré
transaction. Cerulean, Novartis, and each of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Cerulean in connection
with the proposed Novartis transaction. Information regarding the
interests of these directors and executive officers in the proposed
transactions described herein will be included in the Proxy Statement
described above. Additional information regarding the
directors and executive officers of Cerulean is included in proxy
statement for its 2016 Annual Meeting, which was filed with the
Cautionary Note on Forward Looking Statements
This press release contains "forward-looking statements" regarding
matters that are not historical facts, including statements relating to
the expected timing and consummation of the transaction between
Cerulean, Daré, and the stockholders of Daré, approval of the
transactions, including the asset sale, by Cerulean's stockholders, the
ability of the parties to satisfy other closing conditions, Daré's
expectations regarding the timing and availability of results from its
clinical trials, the timing of commencement of manufacturing its
products, and the safety and effectiveness of its products. Because such
statements are subject to risks and uncertainties, actual results may
differ materially from those expressed or implied by such
forward-looking statements. Words such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "hypothesize," "intend,"
"may," "plan," "potential," "predict," "project," "should," "target,"
"would," and similar expressions, constitute forward-looking statements
within the meaning of The Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those indicated by such
forward-looking statements as a result of various important factors,
including: whether Cerulean's cash resources will be sufficient to fund
the operations of Daré it will undertake following the closing; the
uncertainties inherent in the initiation and completion of clinical
trials; availability and timing of data from ongoing and future clinical
trials and the results of such trials; whether preliminary results from
a clinical trial will be predictive of the final results of that trial
or whether results of early clinical trials will be indicative of the
results of later clinical trials; expectations for regulatory approvals;
and other factors discussed in the "Risk Factors" section of our
Quarterly Report on Form 10-Q filed with the
News Provided by Acquire Media