ANNAPOLIS, Md., Sept. 9, 2013 /PRNewswire/ -- PharmAthene, Inc. (NYSE MKT: PIP) announced today that it has filed a registration statement on Form S-4 with the Securities and Exchange Commission (SEC) containing a preliminary proxy statement / prospectus / consent solicitation in connection with the previously announced merger between PharmAthene, Inc., and Theraclone Sciences, Inc., a privately-held monoclonal antibody (mAb) discovery and development company.
Under the terms of the merger agreement, a wholly-owned subsidiary of PharmAthene will merge into Theraclone in an all-stock transaction. PharmAthene will issue shares of PharmAthene common stock to Theraclone stockholders such that upon completion of the merger, the PharmAthene and Theraclone security holders will each own 50.0% of the outstanding equity of the combined company on an as converted and fully diluted basis (but excluding PharmAthene warrants and options with an exercise price of more than $2.50 per share). If no options or warrants of either PharmAthene or Theraclone are exercised prior to the completion of the merger, PharmAthene and Theraclone security holders would own, respectively, approximately 54% and 46% of the outstanding shares of common stock of the combined company.
The registration statement has not yet been declared effective and the information contained in the filing is subject to change. No shares of PharmAthene common stock may be issued in connection with the merger prior to the time the registration statement becomes effective.
Important Additional Information about the Proposed Merger
This communication is being made in respect of the proposed merger involving Theraclone and PharmAthene. On August 1, 2013, PharmAthene filed with the SEC a current report on Form 8-K, which includes the merger agreement and related documents. As stated above, on September 9, 2013, PharmAthene filed a registration statement o
|SOURCE PharmAthene, Inc.|
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