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Nuvelo and ARCA biopharma Announce Merger Agreement Creating Late-Stage Cardiovascular Biotechnology Company
Date:9/25/2008

s and senior vice president of sales and marketing of Genentech;

-- Chief Science and Medical Officer: Michael R. Bristow, MD, PhD, current chairman and CSMO at ARCA and former CSMO at Myogen;

-- Executive Vice President of Commercial Operations: Randall St. Laurent, current EVP of commercial operations at ARCA and former vice president of commercial development at Scios;

-- Vice President of Marketing: James Carr, current VP of marketing at ARCA who was instrumental in the successful commercialization of Coreg, a leading beta-blocker treatment for heart failure; and

-- The combined company's board of directors will include Dr. Bristow, Mr. Brewer, Dr. J. William Freytag, Dr. Jean-Francois Formela and John Zabriskie from ARCA's current board, and Dr. Ted W. Love, Dr. Burton E. Sobel, and Mary K. Pendergast from Nuvelo's current board. Dr. Bristow will serve as chairman of the board.

Terms of the Proposed Transaction

Under the terms of the definitive merger agreement between Nuvelo, ARCA and Dawn Acquisition Sub, Inc., a wholly owned subsidiary of Nuvelo, Dawn Acquisition Sub will be merged with and into ARCA and ARCA will become a wholly owned subsidiary of Nuvelo. Under the agreement, Nuvelo will issue new shares of its common stock to ARCA common and preferred stockholders and assume outstanding options and warrants to acquire capital stock of ARCA such that these stockholders, option holders and warrant 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, using the treasury stock method. Current Nuvelo stockholders are expected to own approximately 33 percent of the common stock of the combined company on a fully-diluted basis, using the treasury stock method.

The boards of directors of both Nuvelo and ARCA have approved the definitive merger agreement. The transaction is structured as a tax-free reorganization for fe
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SOURCE Nuvelo, Inc.
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