WALTHAM, Mass.–(BUSINESS WIRE)–Cerulean Pharma Inc. (NASDAQ:CERU) today announced that the company
mailed the following letter from President and Chief Executive Officer
Christopher D. T. Guiffre to the company’s stockholders of record at the
close of business on June 9, 2017, requesting they vote “for” all of the
management proposals at the upcoming special meeting of stockholders to
be held on July 19, 2017:
Dear Fellow Cerulean Stockholder:
Cerulean Pharma Inc. (“Cerulean”) respectfully requests your vote in
favor of the proposals included in the attached proxy statement. If
approved by Cerulean stockholders, Cerulean will sell its technology
platform to Novartis Institutes for BioMedical Research, Inc.
(“Novartis”) and then combine with Daré Bioscience, Inc. (“Daré”).
Cerulean suffered a significant setback in August 2016 when its lead
product candidate, CRLX101, failed a randomized Phase 2 clinical trial.
After that setback, Cerulean conducted a comprehensive review of
strategic alternatives focused on maximizing stockholder value,
including seeking partners and/or acquirers. The process did not
lead to a viable path forward as an independent company, nor did it lead
to an acquisition of Cerulean as a whole. The process did lead to
three agreements executed on March 19, 2017, that the Cerulean board of
directors (the “Board”) believes collectively constitute the best
alternative for maximizing stockholder value:
1. Cerulean sold its two clinical stage product candidates to
NewLink Genetics Corporation.
2. Cerulean will sell
its platform technology to Novartis if the transaction is approved by
3. Cerulean will combine with
Daré if the transaction is approved by Cerulean stockholders.
If the Daré Transaction is approved, the two companies will combine,
and Cerulean stockholders will hold between 30% and 49% of the combined
company’s equity at closing, depending on how much cash each of Cerulean
and Daré has at closing. If the Novartis Transaction is also
approved, Cerulean estimates it will have sufficient cash to maximize
the ownership percentage of Cerulean stockholders at 49%. Following
the proposed transaction, Cerulean would be renamed “Daré Bioscience,
Inc.” and would focus on the clinical development of Ovaprene®,
a non-hormonal monthly contraceptive ring, which, if approved, would
represent a new category of birth control.
The Board believes the Novartis Transaction and the Daré Transaction
are in the best interests of Cerulean and its stockholders. The
Board unanimously approved both transactions, and its members have
signed agreements to vote in favor of the transactions.
This is a very important vote and we are asking all of our
stockholders to vote in favor of this opportunity as soon as possible.
You can vote online, by telephone, by mailing in the enclosed proxy
or in person at the stockholders meeting on July 19, 2017. We
encourage you to vote online or by telephone to speed up the tabulation
of the results and save costs.
If you have any questions regarding the vote or the enclosed
information, please contact our proxy solicitor, Morrow Sodali at
Christopher D.T. Guiffre
President and Chief Executive
How to Vote
If you are a stockholder of record at the close of business on June 9,
2017, you can vote your shares in one of two ways: either by proxy or in
person at the special meeting. If you chose to submit a proxy, you may
do so by telephone, via the internet or by mail. If you hold shares of
Cerulean common stock in multiple accounts, you should vote your shares
as described in each set of proxy materials you receive. Cerulean
highly recommends stockholders vote electronically or by phone. Please
have your proxy card with you while voting.
You may transmit your proxy voting instructions via the Internet by
and following the instructions. You may also transmit your proxy voting
instructions by calling the telephone number specified on the proxy
card. If you chose to vote via the Internet or phone, you do not have to
return the proxy card.
For stockholders who still need assistance voting their shares, or have
questions regarding the special meeting, please contact Cerulean’s proxy
solicitation firm, Morrow Sodali, LLC either by telephone: (800)
662-5200 or email: email@example.com.
About Cerulean Pharma
Cerulean is a company previously focused on applying the Dynamic Tumor
Targeting™ Platform to create nanoparticle-drug conjugates (NDCs)
designed to selectively attack tumor cells, reduce toxicity by sparing
the body’s normal cells, and enable therapeutic combinations.
For more information on the company, please visit www.ceruleanrx.com.
About Daré Bioscience
Daré Bioscience is a healthcare company committed to the development and
commercialization of innovative products in women’s reproductive health.
Daré believes there is an unmet need in the United States, in other
developed countries, and in developing countries, for innovative product
candidates that expand options, improve outcomes and are easy to use.
Product development in women’s reproductive health is fragmented
creating a potential opportunity for Daré. Daré’s goal is to fill the
gap by taking products from innovation through development. The Daré
team is well-suited to ensure these products advance and are one day
commercially available. The founders bring experience in global women’s
healthcare as well as success in prior ventures in funding, achieving
regulatory approvals, partnering, and launching a number of products,
including devices, therapeutics and diagnostics.
For more information on Daré, please visit www.darebioscience.com
Cautionary Note on Forward Looking Statements
This press release contains “forward-looking statements” regarding
matters that are not historical facts, including statements relating to
the expected timing and consummation of the transaction between Cerulean
and Novartis and between Cerulean, Daré, and the stockholders of Daré,
approval of the Novartis transaction and the Daré transaction by
Cerulean’s stockholders, the ability of the parties to satisfy other
closing conditions of the proposed transaction, Daré’s expectations
regarding the timing and availability of results from its clinical
trials, the timing of commencement of manufacturing its products, and
the safety and effectiveness of its products. Because such statements
are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “hypothesize,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “would,” and
similar expressions, constitute forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from those indicated by such
forward-looking statements as a result of various important factors,
including: whether Cerulean’s cash resources will be sufficient to fund
the operations of Daré it will undertake following the closing; the
uncertainties inherent in the initiation and completion of clinical
trials; availability and timing of data from ongoing and future clinical
trials and the results of such trials; whether preliminary results from
a clinical trial will be predictive of the final results of that trial
or whether results of early clinical trials will be indicative of the
results of later clinical trials; whether the company will maintain its
NASDAQ listing; expectations for regulatory approvals; and other factors
discussed in the “Risk Factors” section of Cerulean’s Quarterly Report
on Form 10-Q filed with the SEC on May 12, 2017, and in other filings
that Cerulean makes with the SEC. In addition, any forward-looking
statements included in this press release represent our views only as of
the date of this release and should not be relied upon as representing
our views as of any subsequent date. Cerulean specifically disclaims any
obligation to update any forward-looking statements included in this
For Cerulean Pharma Inc.
Morrow Sodali, 203-658-9400