otherwise be attracted by Raven's technology.
VaxGen would note that, in arriving at the terms offered to Raven
stockholders in the proposed merger, it, together with its advisors
at Lazard, used a number of methodologies to value Raven, all of
which showed the proposed transaction to be fair to VaxGen
stockholders based on VaxGen's stock price at the time. Given the
fall in VaxGen's stock price since then, the valuation placed on
Raven's assets is even less demanding, especially in light of recent
transactions in the oncology monoclonal antibody (MAb) arena.
3. ISS' finding that the transaction lacks strategic rationale is, in
the company's view, flawed. It appears to be based on the limited
perspective that VaxGen is a vaccine company whereas Raven is an
antibody company. In fact, most of VaxGen's vaccine programs were
based on recombinant proteins of which monoclonal antibodies are a
subset. As evidence of this, it is noteworthy that VaxGen was the
technology partner and largest founding shareholder of Celltrion,
one of the largest independent manufacturers of mammalian cell
recombinant proteins, including monoclonal antibodies. Further, as
previously disclosed, a number of VaxGen scientists are already
engaged on Raven programs under arms-length contractual
arrangements, suggesting that synergies between the two merged
companies indeed do exist. In reality, VaxGen's later-stage drug
development expertise is highly complementary to Raven's discovery
and early stage capabilities.
4. ISS' has estimated that liquidation of VaxGen would result in
proceeds with a present value of only $0.49 per share. We do not
|SOURCE VaxGen Inc.|
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