MediciNova, Avigen Confirm Stockholder Election Deadline
December 16, 2009 (FinancialWire) — MediciNova, Inc. (NASDAQ: MNOV) and the Hercules Market of the Osaka Securities Exchange (Code Number: 4875) and Avigen, Inc. (NASDAQ: AVGN) confirmed that Avigen stockholders that wish to make an election with respect to the merger consideration to be received in the proposed acquisition by MediciNova of Avigen must deliver a properly completed election form to American Stock Transfer & Trust company, LLC by 5: 00 p.m., eastern time, on December 17, 2009 (the “Election Deadline), the day of the Special Meeting of Avigen stockholders.
Avigen stockholders who hold their shares through a bank, broker or other nominee may have an election deadline earlier than the Election Deadline. These Avigen stockholders should carefully review any materials they receive from their bank, broker or other nominee to determine the election deadline applicable to them.
Under the terms of the merger agreement and as described in the joint proxy statement/ prospectus mailed to Avigen stockholders, Avigen stockholders have the right to elect to receive an amount per share in either cash, secured convertible notes to be issued by MediciNova or a combination of cash and such convertible notes. Avigen stockholders who do not make a timely election or fail to deliver a properly completed election form to American Stock Transfer & Trust company, LLC by the Election Deadline will not be able to elect the form of merger consideration they will receive in the merger. These non-electing stockholders will receive a combination of 50% cash and 50% secured convertible notes to be issued by MediciNova.
Avigen stockholders may request copies of the election form previously mailed to record holders by calling American Stock Transfer & Trust company, LLC at 248-6417 or 921-8317. In addition, a copy of the election form may be obtained on Avigen’s website, www.avigen.com. Avigen stockholders who hold their shares through a bank, broker or other nominee should contact their bank, broker or other nominee to obtain additional copies of the election forms and for instructions on how to make an election for those shares. In addition, individuals and entities contemplating the acquisition of Avigen shares should contact their bank, broker or other nominee immediately to determine how to make an election for any shares to be acquired.
As provided by the merger agreement and as described in the joint proxy statement/prospectus, Avigen’s stockholders will be entitled to one Contingent Payment Right (CPR) per share of Avigen common stock held in addition to the cash and/or convertible note consideration. The CPRs will entitle holders under certain circumstances to a pro rata portion of certain amounts received by Avigen after the closing of the merger.
The transaction is expected to close in December 2009 and is subject to approval of Avigen’s stockholders and approval of MediciNova’s stockholders as well as other customary closing conditions.
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