BURLINGAME, Calif., June 12 /PRNewswire-FirstCall/ -- Valentis, Inc. today announced that the Securities and Exchange Commission has declared effective the Form S-4 Registration Statement of Valentis relating to the previously announced proposed merger between Valentis and Urigen N.A., Inc.
The merger is subject to customary closing conditions, including the approval of both companies' stockholders. Valentis' stockholders of record on May 15, 2007 are eligible to vote on the merger at an annual meeting of stockholders to be held on June 28, 2007 at 10:00 a.m., Pacific time, at the offices of Valentis, 533 Airport Blvd., Suite 400, Burlingame, California 94010. Urigen's stockholders of record on May 15, 2007 are eligible to vote on the merger at a special meeting of stockholders to be held on June 28, 2007 at 10:00 a.m., Pacific time, at the offices of Urigen, 875 Mahler Road, Suite 235, Burlingame, California 94010.
The S-4 Registration Statement contains a Joint Proxy Statement/Prospectus, which is to be mailed to Valentis' and Urigen's respective stockholders on or about June 14, 2007. The S-4 Registration Statement may also be accessed online on the SEC's website, http://www.sec.gov, or Valentis' website, http://www.valentis.com.
Where to Find Additional Information about the Proposed Merger Transaction
In connection with the proposed merger transaction, Valentis filed with the SEC a registration statement on Form S-4 which contains a joint proxy statement and prospectus. Investors and security holders of Valentis and Urigen are urged to read the joint proxy statement/prospectus (including any amendments or supplements thereto) and any other relevant materials regarding the proposed merger transaction (when they become available) because they contain or will contain important information about Valentis, Urigen and the proposed merger transaction. The joint proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by Valentis with the SEC, may be obtained free of charge at the SEC's web site at http://www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Valentis by contacting Valentis Investor Relations at email@example.com, via telephone at (650) 697-1900 or via Valentis' website at http://www.valentis.com. Investors and security holders are urged to read the joint proxy statement/prospectus and any other relevant materials (when they become available) before making any voting or investment decision with respect to the proposed merger transaction.
This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering 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.
Participants in the Solicitation
Valentis and its directors and executive officers and Urigen and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Valentis and Urigen in connection with the proposed merger transaction. Information regarding the special interests of these directors and executive officers in the proposed merger transaction is included in the joint proxy statement/prospectus referred to above.
Valentis is a biotechnology company that was engaged in the development of innovative products for PAD. On July 11, 2006, Valentis announced that no statistically significant difference was seen in the primary endpoint or any of the secondary endpoints in its Phase IIb clinical trial of VLTS 934 in PAD. Additional information about Valentis can be found at http://www.valentis.com.
Urigen is a specialty pharmaceutical company dedicated to the development and commercialization of therapeutic products for urological disorders. Urigen's two lead programs target significant unmet medical needs and major market opportunities in urology. Urigen's URG101 project targets chronic pelvic pain of bladder origin which affects approximately 10.5 million men and women in North America. Urigen's URG301 project targets acute urgency in patients diagnosed with an overactive bladder, another major unmet need that is insufficiently managed by presently available overactive bladder drugs. URG301 is a proprietary dosage form of an approved drug that is locally delivered to control urinary urgency. For further information, please visit Urigen's website at http://www.urigen.com.
This press release contains forward-looking statements. These statements may be identified by the use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should," or "will," or the negative thereof or other variations thereon or comparable terminology. Valentis has based these forward-looking statements on current expectations, assumptions, estimates and projections. While Valentis believes that these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. In particular, these risks and uncertainties include, without limitation, the risk that Valentis and Urigen may not be able to complete the proposed merger transaction. This and other important factors, including those discussed in Valentis' Annual Report on Form 10-K for the fiscal year ended June 30, 2006, its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007 and its registration statement on Form S-4, as filed with the SEC, may cause the actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Given these risks and uncertainties, investors and securityholders are cautioned not to place undue reliance on such forward-looking statements. Valentis does not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.