CAS Group Supports Improved Vaxart Merger and Enters Into Agreement With Aviragen
Published: Feb 12, 2018
SUWANEE, Ga. and PETERBOROUGH, N.H., Feb. 9, 2018 /PRNewswire/ -- Digirad Corporation, East Hill Management Company, LLC, and Thomas M. Clay (collectively with certain other participants in the solicitation, the "Concerned Aviragen Shareholders Group", the "CAS Group", "we" or "us"), who are significant stockholders of Aviragen Therapeutics, a Delaware corporation ("Aviragen", "AVIR" or the "Company") (NASDAQ: AVIR), with collective beneficial ownership of approximately 8.3% of AVIR's outstanding shares of common stock (the "Common Stock"), today announced that it has carefully reviewed and considered the improved terms of the proposed merger (the "Merger") between the Company and Vaxart, Inc. ("Vaxart") recently announced by the Company and that, in light of these recent developments, the CAS Group is now in support of the Merger. The Company previously announced that the special meeting (the "Special Meeting") of Aviragen stockholders, originally scheduled for February 6, 2018, was adjourned to February 9, 2018. We anticipate that the Company will further adjourn the Special Meeting to February 13, 2018. The new deal terms were set forth in the Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated as of October 27, 2017 (as amended and may be amended, modified or amended and restated from time to time, the "Merger Agreement"), by and among the Company, Agora Merger Sub, Inc. and Vaxart, filed by the Company with the U.S. Securities and Exchange Commission on February 7, 2018.
The CAS Group also announced that it has entered into a Settlement Agreement (the "Agreement") with the Company and Vaxart in connection with the Special Meeting. Pursuant to the Agreement, among other things, the CAS Group agreed at the Special Meeting to exercise all of the voting rights of the shares of Common Stock held by the CAS Group (a) in favor of the issuance of shares of Common Stock to the stockholders of the Vaxart pursuant to the terms of the Merger Agreement and (b) in favor of the reverse stock split and (c) otherwise in accordance with the recommendation of the board of directors of Aviragen (the "Board") on each other proposal set forth in the Company's proxy statement. In addition, pursuant to the Agreement, the CAS Group withdrew its nomination of directors in connection with the next annual meeting of stockholders of the Company and agreed to vote all shares of Common Stock held by the CAS Group at the Annual Meeting in favor of the directors nominated for election by the Board. Pursuant to the Agreement, the Company agreed to reimburse the CAS Group for its reasonable out-of-pocket expenses in connection with, among other things its solicitation in connection with the Special Meeting, not to exceed $200,000.
The CAS Group will vote all proxies it has received from Aviragen stockholders at the Special Meeting pursuant to the instructions provided by such stockholders.
YOU MAY REVOKE ANY PROXY BY SIGNING, DATING AND RETURNING A NEW PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE SPECIAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE SPECIAL MEETING TO THE CAS GROUP, C/O INVESTORCOM, WHICH IS ASSISTING IN THIS SOLICITATION, OR TO THE SECRETARY OF AVIRAGEN, OR BY VOTING IN PERSON AT THE SPECIAL MEETING.
If you have any questions, require assistance in voting your BLUE proxy card, or need additional copies of the CAS Group's proxy materials, please contact InvestorCom at the phone numbers listed below. InvestorCom SHAREHOLDER INTELLIGENCE 65 Locust Avenue, Suite 302 New Canaan, CT 06840 Shareholders call toll free at (877) 972-0090 Banks and Brokers may call collect at (203) 972-9300 You may find more information at: www.icommaterials.com/CAS ---
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SOURCE Digirad Corporation
Company Codes: NASDAQ-SMALL:AVIR