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

deral income tax purposes. Consummation of the transaction is subject to closing conditions, including among other things:

-- the filing by Nuvelo of a registration statement on Form S-4 with the Securities and Exchange Commission (the "SEC") with respect to the registration of the shares of Nuvelo common stock to be issued in the merger, and a declaration of its effectiveness by the SEC;

-- approval and adoption of the merger agreement and merger by the requisite vote of the stockholders of ARCA;

-- approval of the issuance of shares of Nuvelo common stock in connection with the merger by the requisite vote of Nuvelo stockholders; and

-- conditional approval for the listing of Nuvelo common stock to be issued in the Merger on any of the Nasdaq Global Select Market, Nasdaq Global Market or Nasdaq Capital Market.

Subject to these and other customary closing conditions, the transaction is expected to close by the end of this year or early 2009. The merger agreement contains certain termination rights for both Nuvelo and ARCA, and further provides that, upon termination of the merger agreement under specified circumstances, ARCA may be required to pay Nuvelo a termination fee of approximately $1.9 million and Nuvelo may be required to pay ARCA a termination fee of approximately $0.9 million, both based on their relative enterprise values. The officers and directors of ARCA, as well as certain of its significant stockholders and certain Nuvelo stockholders have executed voting agreements in favor of the transaction. Nuvelo expects to file a Form S-4 and related proxy statement/prospectus with the SEC in the coming weeks. If the merger is consummated, the combined company is expected to be renamed ARCA biopharma, Inc., and to apply to change its ticker symbol on the Nasdaq exchange. In order to comply with Nasdaq listing requirements, Nuvelo intends to seek stockholder approval to effect a reverse stock split of its common stock in conj
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SOURCE Nuvelo, Inc.
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