VaxGen Issues Rebuttal to MedCap Letter( webelieve the holders' individual finan...)

We believe MedCap's argument that debt could be bought at a discount in liquidation is misleading to stockholders because it inflates the value likely available to common stockholders in the liquidation process.

MedCap has utilized third parties references, which are abbreviated and taken out of context, in ways which could easily mislead stockholders.

MedCap has referenced a report issued by Sharon Seiler, Ph.D., the Senior Biotechnology Analyst at Punk Ziegel and Co. In referring to Dr. Seiler's report, MedCap chose to reference only a fraction of a quote from Dr. Seiler's report, thus changing the meaning entirely. The full quotation is as follows (language omitted by MedCap underlined): "Including the $30.06 million ($0.91 per share) in convertible debt and assuming that the Company's South San Francisco plant could be sold for $10m ($0.30 per share), we would value VaxGen at approximately $1.35 per share before any expenses associated with cessation of operations. We find it hard to envision a scenario in which investors would actually have realized $1.35 per VaxGen share in cash."

MedCap also neglects to point out that the report is subtitled: "We endorse the merger and remain cautiously optimistic regarding the vote" and that Dr. Seiler further states: "We think a shareholder vote to reject the merger with Raven would represent a fairly disastrous outcome for VaxGen and would view it as a clear signal to sell VaxGen shares."

ISS Recommendations

The text of ISS' recommendation on the VaxGen-Raven merger proposal is as follows: "Based on our review of the terms of the transaction, in particular, the 41.4 percent decline in stock price following the merger announcement, lack of a strategic rationale with respect to future synergies, and the possibility of receiving higher liquidation proceed than the current stock price, we recommend that shareholders vote AG
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