VaxGen and Raven biotechnologies Announce Signing of Definitive Merger...( - Conference Call Scheduled for...),Health

- Conference Call Scheduled for Tuesday, November 13, 8:00 EST -

SOUTH SAN FRANCISCO, Calif., Nov. 12 /PRNewswire-FirstCall/ -- VaxGen Inc. (Pink Sheets: VXGN), a biopharmaceutical company, and Raven biotechnologies, inc., a privately held company focused on the development of monoclonal antibody therapeutics (MAbs) for treating cancer, announced today that their respective boards of directors have unanimously approved a definitive merger agreement. The merger is expected to create a drug development company with a robust pipeline of monoclonal antibody candidates in oncology, proprietary antibody discovery platforms, biopharmaceutical manufacturing capabilities and sufficient cash to fund operations at least through the end of 2009.

(Logo: http://www.newscom.com/cgi-bin/prnh/19991112/VAXGENLOGO)

Details of the Proposed Transaction

Under the terms of the agreement, VaxGen shall issue, and the holders of Raven Series D preferred stock shall receive, in a tax-free transaction, approximately 32 million shares of VaxGen common stock. Following the closing of the transaction, VaxGen stockholders will own approximately 51 percent of the combined company, on a pro forma basis, and Raven Series D preferred stockholders will own approximately 49 percent. This ratio is subject to adjustment under certain circumstances described more fully in the merger agreement, but in no event will VaxGen stockholders own less than 50.1 percent of the combined company on a pro forma basis. In addition, VaxGen will assume Raven's debt and equipment lease obligations of approximately $1.8 million as of December 1, 2007. Raven Series D preferred stock warrants will be converted into approximately 332,000 VaxGen common stock warrants. All other Raven options and warrants will be cancelled.

Completion of the transaction is conditioned upon the approval of the stockholders o
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