EX-99.1
3
a09-29410_1ex99d1.htm
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE/September 30,
2009
Anthony S. Marucci
Avery W. Catlin
For Media:
President and CEO
Chief Financial Officer
Matthew Driscoll
Celldex Therapeutics, Inc.
Celldex Therapeutics, Inc.
BMC Communications Group
(781) 433-0771
(781) 433-0771
(973) 271-6085
IR@celldextherapeutics.com
mdriscoll@bmccommunications.com
Celldex and CuraGen Stockholders
Approve Acquisition of CuraGen Corporation
NEEDHAM, MA and Branford, CT (September 30,
2009):
Celldex Therapeutics, Inc.
(Nasdaq: CLDX) and CuraGen Corporation (Nasdaq: CRGN) announced that, at
special meetings held earlier today, Celldex's stockholders approved the
issuance of shares of Celldex common stock pursuant to the previously disclosed
Agreement and Plan of Merger, dated as of May 28, 2009, by and among
Celldex, Cottrell Merger Sub, Inc. and CuraGen, and that CuraGen's
stockholders approved the Agreement and Plan of Merger.
Following the closing of the
merger contemplated by the Agreement and Plan of Merger, each outstanding share
of CuraGen common stock will convert into the right to receive 0.2739 shares of
Celldex common stock and CuraGen will become a wholly-owned subsidiary of
Celldex. Celldex will issue
approximately 16,629,981 shares of its common stock in exchange for all outstanding
shares of CuraGen common stock in connection with the merger.
Celldex currently
anticipates that the merger will close on October 1, 2009.
About Celldex Therapeutics, Inc.
Celldex Therapeutics is an
integrated biopharmaceutical company that applies its comprehensive Precision
Targeted Immunotherapy Platform to generate a pipeline of candidates to treat
cancer and other difficult-to-treat diseases. Celldex's immunotherapy platform
includes a complementary portfolio of monoclonal antibodies, antibody-targeted
vaccines and
-
more -
119
FOURTH AVENUE NEEDHAM, MA 02494-2725 USA 781-433-0771 FAX
781-433-0262
www.celldextherapeutics.com
immunomodulators
to create novel disease-specific drug candidates. For more information, please
visit http://www.celldextherapeutics.com.
About CuraGen Corporation
CuraGen
Corporation is a biopharmaceutical company dedicated to improving the lives of
patients by developing promising pharmaceutical products that address unmet medical
needs. CuraGen's therapeutics are based on research into novel drug targets and
mechanisms that are believed to play a role in the underlying disease. CuraGen
has translated this research and understanding into a pipeline of protein,
antibody, and antibody-drug conjugate drugs. For more information, please visit
www.curagen.com
Safe Harbor Statement Under the Private Securities
Litigation Reform Act of 1995:
This release contains
"
forward-looking statements" made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, including those related to Celldex's strategic focus and the future
development and commercialization of Celldex's programs. Forward-looking
statements reflect management's current knowledge, assumptions, judgment and
expectations regarding future performance or events. Although Celldex management
believes that the expectations reflected in such statements are reasonable,
they give no assurance that such expectations will prove to be correct and you
should be aware that actual results could differ materially from those
contained in the forward-looking statements. Forward-looking statements are
subject to a number of risks and uncertainties, including, but not limited to,
the successful integration of the businesses, multiple technologies and
programs of CuraGen and Celldex; Celldex's ability to adapt APC Targeting
Technology
TM
to develop new, safe and
effective vaccines against oncology and infectious disease indications; Celldex's
ability to successfully complete product research and further development of Celldex's
programs; the uncertainties inherent in clinical testing; Celldex's ability to
manage research and development efforts for multiple products at varying stages
of development; Pfizer's and Celldex's strategy and business plans concerning
the continued development and commercialization of CDX-110; the timing, cost
and uncertainty of obtaining regulatory approvals; the failure of the market
for the combined Companies' programs to continue to develop; the inability to
obtain additional capital; the inability to protect the combined Companies'
intellectual property; the loss of any executive officers or key personnel or
consultants; competition; changes in the regulatory landscape or the imposition
of regulations that affect the combined Companies' products; and other risks
detailed from time to time in Celldex's filings with the Securities and
Exchange Commission, including Celldex's Form 10-K for the fiscal year
ended December 31, 2008, and its Forms 10-Q and 8-K
.
CRGN-P
###
2

EX - 99 . 1 3 a09 - 29410 _ 1ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 FOR IMMEDIATE RELEASE / September 30 , 2009 Anthony S . Marucci Avery W . Catlin For Media : President and CEO Chief Financial Officer Matthew Driscoll Celldex Therapeutics , Inc . Celldex Therapeutics , Inc . BMC Communications Group ( 781 ) 433 - 0771 ( 781 ) 433 - 0771 ( 973 ) 271 - 6085 IR@celldextherapeutics.com mdriscoll@bmccommunications.com Celldex and CuraGen Stockholders Approve Acquisition of CuraGen Corporation NEEDHAM , MA and Branford , CT ( September 30 , 2009 ) : Celldex Therapeutics , Inc . ( Nasdaq : CLDX ) and CuraGen Corporation ( Nasdaq : CRGN ) announced that , at special meetings held earlier today , Celldex 's stockholders approved the issuance of shares of Celldex common stock pursuant to the previously disclosed Agreement and Plan of Merger , dated as of May 28 , 2009 , by and among Celldex , Cottrell Merger Sub , Inc . and CuraGen , and that CuraGen 's stockholders approved the Agreement and Plan of Merger . Following the closing of the merger contemplated by the Agreement and Plan of Merger , each outstanding share of CuraGen common stock will convert into the right to receive 0 . 2739 shares of Celldex common stock and CuraGen will become a wholly - owned subsidiary of Celldex . Celldex will issue approximately 16,629,981 shares of its common stock in exchange for all outstanding shares of CuraGen common stock in connection with the merger . Celldex currently anticipates that the merger will close on October 1 , 2009 . About Celldex Therapeutics , Inc . Celldex Therapeutics is an integrated biopharmaceutical company that applies its comprehensive Precision Targeted Immunotherapy Platform to generate a pipeline of candidates to treat cancer and other difficult - to - treat diseases . Celldex 's immunotherapy platform includes a complementary portfolio of monoclonal antibodies , antibody - targeted vaccines and - more - 119 FOURTH AVENUE NEEDHAM , MA 02494 - 2725 USA 781 - 433 - 0771 FAX 781 - 433 - 0262 www.celldextherapeutics.com immunomodulators to create novel disease - specific drug candidates . For more information , please visit http://www.celldextherapeutics.com . About CuraGen Corporation CuraGen Corporation is a biopharmaceutical company dedicated to improving the lives of patients by developing promising pharmaceutical products that address unmet medical needs . CuraGen 's therapeutics are based on research into novel drug targets and mechanisms that are believed to play a role in the underlying disease . CuraGen has translated this research and understanding into a pipeline of protein , antibody , and antibody - drug conjugate drugs . For more information , please visit www.curagen.com Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 : This release contains " forward - looking statements " made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 , including those related to Celldex 's strategic focus and the future development and commercialization of Celldex 's programs . Forward - looking statements reflect management 's current knowledge , assumptions , judgment and expectations regarding future performance or events . Although Celldex management believes that the expectations reflected in such statements are reasonable , they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward - looking statements . Forward - looking statements are subject to a number of risks and uncertainties , including , but not limited to , the successful integration of the businesses , multiple technologies and programs of CuraGen and Celldex ; Celldex 's ability to adapt APC Targeting Technology TM to develop new , safe and effective vaccines against oncology and infectious disease indications ; Celldex 's ability to successfully complete product research and further development of Celldex 's programs ; the uncertainties inherent in clinical testing ; Celldex 's ability to manage research and development efforts for multiple products at varying stages of development ; Pfizer 's and Celldex 's strategy and business plans concerning the continued development and commercialization of CDX - 110 ; the timing , cost and uncertainty of obtaining regulatory approvals ; the failure of the market for the combined Companies ' programs to continue to develop ; the inability to obtain additional capital ; the inability to protect the combined Companies ' intellectual property ; the loss of any executive officers or key personnel or consultants ; competition ; changes in the regulatory landscape or the imposition of regulations that affect the combined Companies ' products ; and other risks detailed from time to time in Celldex 's filings with the Securities and Exchange Commission , including Celldex 's Form 10 - K for the fiscal year ended December 31 , 2008 , and its Forms 10 - Q and 8 - K . CRGN - P # # # 2
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