PLYMOUTH MEETING, Pa., June 12 /PRNewswire-FirstCall/ -- Genaera Corporation ("the Company") (Nasdaq: GENR) today announced that the Company's Board of Directors voted to dissolve the Company. At a Special Meeting of Stockholders held on June 4, 2009, the Company's stockholders approved a Plan of Complete Liquidation and Dissolution of the Company (the "Plan of Dissolution"). As permitted by the Plan of Dissolution, the Company's Board of Directors approved the transfer of the Company's assets and liabilities to the Genaera Liquidating Trust (the "Trust").
The Trust will become effective upon filing of a Certificate of Dissolution of the Company with the Secretary of the State of Delaware on June 12, 2009. Upon its effectiveness, the members of the Company's Board of Directors will resign and its executive officers will be terminated.
The Trust provides that each stockholder of the Company on the record date will automatically become the holder of one unit of beneficial interest ("Unit") in the Trust for each share of Genaera common stock then held of record by such stockholder. The record date will be the date on which the Genaera common stock ceases to trade on NASDAQ. Upon the effective date of the trust agreement all outstanding shares of the Company's common stock will automatically be deemed cancelled, and the rights of beneficiaries in the Units will not be represented by any form of certificate or other instrument. Stockholders of the Company on the record date are not required to take any action to receive Units. The trustee will maintain a record of the name and address of each beneficiary and such beneficiary's aggregate Units in the Trust. Subject to certain exceptions, related to transfer by will, intestate succession or operation of law, the Units are not transferable, nor will a beneficiary have authority or powe
|SOURCE Genaera Corporation|
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