Protein Sciences Responds to Emergent BioSolutio...(SCkept EBS fully informed about the stat...)

Date:7/10/2008

SC kept EBS fully informed about the status of the shareholder voting on the transaction and PSC's supplemental efforts to generate support for the transaction. EBS was also informed about various communications that PSC had received from some material and diverse PSC shareholders who were against the proposed transaction with EBS. Those shareholders believed the transaction significantly undervalued PSC. EBS knew that PSC was short more than 10,000,000 votes necessary to approve the transaction and that more than 42% of PSC's shares were prepared to vote against the transaction and that less than 34% of PSC's shares had indicated a willingness to vote in favor of the transaction. Ultimately and after consultation with EBS and their acquiescence, PSC decided to delay the shareholder meeting instead of forcing a vote on the transaction.

Following the delayed shareholder meeting, PSC's board of directors re-affirmed that it remained committed to trying to complete a transaction with EBS. In a meeting following the delayed shareholder meeting, EBS now complained to PSC that the Proxy Statement was "ingeniously crafted" to not get the approval of PSC's shareholders. However, EBS also indicated that it remained committed to trying to complete a transaction and requested PSC to canvass its shareholder as to how the proposed acquisition by EBS might be restructured to obtain requisite shareholder approval. PSC did such canvassing and presented two different proposals to EBS that PSC believed could get approved by a majority of PSC shares. EBS rejected both such proposals. Following the second proposal, EBS instead suggested that PSC circumvent its shareholders by filing for bankruptcy protection. As part of its bankruptcy strategy, EBS indicated that it was prepared to enter into a sweetened transaction with PSC but essentially at the same purchase price and on the other economic terms as the proposed transaction and have PSC present such sweetened transaction for b
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SOURCE Protein Sciences Corporation Copyright©2008 PR Newswire. All rights reserved

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