SAN CARLOS, Calif. and BROOMFIELD, Colo., Dec. 1 /PRNewswire-FirstCall/ -- Nuvelo, Inc. (Nasdaq: NUVO) and ARCA biopharma, Inc., a privately-held biopharmaceutical company developing genetically-targeted therapies for heart failure and other cardiovascular diseases, today announced that a special meeting of Nuvelo's stockholders will take place on Wednesday, January 7 at 9 a.m. PT at Nuvelo's headquarters at 201 Industrial Road, San Carlos, CA, 94070. The purpose of the special meeting is, among other matters, to approve the actions necessary to consummate the merger between the two companies announced on September 25, 2008.
Under the terms of the merger agreement, ARCA will become a wholly owned subsidiary of Nuvelo. Nuvelo will issue new shares of its common stock to ARCA common and preferred stockholders and assume outstanding ARCA options and warrants. When the merger closes, ARCA equity holders are expected to own or have the right to acquire approximately 67 percent of the common stock of the combined company on a fully-diluted basis. Current Nuvelo stockholders are expected to own approximately 33 percent of the common stock of the combined company on a fully-diluted basis. The board of directors of the combined company is expected to have seven representatives from the current ARCA board, and three representatives from the current Nuvelo board. The chief executive officer of the combined company is expected to be Richard B. Brewer, the chief executive officer of ARCA. After the merger occurs, the name of the combined company is expected to be changed to ARCA biopharma, Inc.
At the special meeting, the Nuvelo stockholders will be asked to approve
the issuance of Nuvelo common stock to ARCA equity holders, and to approve
amendments to Nuvelo's amended and restated certificate of incorporation to
effect a reverse
|SOURCE Nuvelo, Inc.; ARCA biopharma, Inc.|
Copyright©2008 PR Newswire.
All rights reserved