Synergy Board of Directors Declares
Dividend of ContraVir Common Stock
NEW YORK-- Synergy Pharmaceuticals Inc. (NASDAQ:SGYP), a developer of new drugsto treat gastrointestinal disorders and diseases, today announced that its board of directorshas approved the final distribution ratio and declared a pro rata dividend for the spin-off ofthe shares of common stock of Synergy’s wholly-owned subsidiary, ContraVirPharmaceuticals, Inc. (“ContraVir”).
On the distribution date of February 18, 2014, Synergy stockholders of record as of theclose of business on February 6, 2014, the record date for the distribution, will receive.0986 shares of ContraVir common stock for every 1 share of Synergy common stock theyhold. No fractional shares of ContraVir will be issued. Synergy Stockholders will receivecash in lieu of fractional shares. Cash received in lieu of fractional shares will be taxable.
Synergy stockholders are urged to consult with their tax advisors with respect to the U.S.
federal, state, local and foreign tax consequences of the ContraVir spin-off.
After the distribution, ContraVir will be an independent publicly traded company andSynergy will retain no ownership interest in ContraVir. No action or payment is required bySynergy stockholders to receive the shares of ContraVir common stock. Stockholders whohold Synergy common stock on the record date will receive a book-entry account statementreflecting their ownership of ContraVir common stock or their brokerage account will becredited with the ContraVir shares.
The distribution does not require shareholder approval. An Information Statementcontaining details regarding the distribution of the ContraVir common stock and ContraVir'sbusiness and management following the ContraVir spin-off will be mailed to Synergystockholders prior to the distribution date. The distribution of ContraVir common stock issubject to the satisfaction or waiver of certain conditions described in the InformationStatement. Synergy and ContraVir expect that all conditions to the spin-off will be satisfiedon or before the distribution date.
The ex-dividend date is pending and will be set by NASDAQ.
Synergy expects a "when issued" public market for ContraVir common stock to begin on orabout February 6, 2014 on the OTC Bulletin Board. Following the spin-off, "regular way"trading of ContraVir common stock is expected to start on February 18, 2014. The CUSIPnumber for the ContraVir common stock will be 21234W 103 when regular way tradingbegins.
Synergy Pharmaceuticals Inc. is a biotechnology company focused on the research anddevelopment of novel drugs for the treatment of gastrointestinal (GI) diseases anddisorders. Synergy has discovered proprietary analogs of the human GI hormone,uroguanylin, the natural agonist for the intestinal guanylate cyclase-C (GC-C) receptor.
Both Synergy’s lead GC-C agonist, plecanatide, and next-generation GC-C agonist, SP-333, mimic uroguanylin’s natural functions by binding to and activating the GC-C receptorin the GI tract to stimulate fluid and transit required for normal digestion. Plecanatide is inphase 3 clinical trials for chronic idiopathic constipation and a phase 2b study for irritablebowel syndrome with constipation. SP-333 is in phase 2 development for opioid-inducedconstipation and is also being explored for ulcerative colitis. For more information pleasevisit.
ContraVir is a biopharmaceutical company focused primarily on the development of drugsto treat herpes zoster, or shingles, which is an infection caused by the reactivation ofvaricella zoster virus or VZV.
ContraVir’s lead candidate, FV-100, is an orally available nucleoside analogue prodrug ofCF-1743 that it is developing for the treatment of shingles. Published preclinical studiesdemonstrate that FV-100 is significantly more potent against VZV than acyclovir,valacyclovir, and famciclovir, the FDA-approved drugs used for the treatment of shingles.
Preclinical studies further demonstrate that FV-100 has a more rapid onset of antiviralactivity, and may fully inhibit the replication of VZV more rapidly than these drugs atsignificantly lower concentration levels. In addition, pharmacokinetic data from completedphase 1 and 2 clinical trials suggest that FV-100 has the potential to demonstrate antiviralactivity when dosed orally once-a-day at significantly lower levels than valacyclovir,acyclovir, and famciclovir.
Certain statements in this press release are forward-looking within the meaning of thePrivate Securities Litigation Reform Act of 1995. These statements may be identified by theuse of forward-looking words such as "anticipate," "planned," "believe," "forecast,""estimated," "expected," and "intend," among others. These forward-looking statements arebased on Synergy's and ContraVir’s current expectations and actual results could differmaterially. There are a number of factors that could cause actual events to differ materiallyfrom those indicated by such forward-looking statements. These factors include, but are notlimited to, substantial competition; our ability to continue as a going concern; our need foradditional financing; uncertainties of patent protection and litigation; uncertainties of
government or third party payer reimbursement; limited sales and marketing efforts anddependence upon third parties; and risks related to failure to obtain FDA clearances orapprovals and noncompliance with FDA regulations. As with any pharmaceutical underdevelopment, there are significant risks in the development, regulatory approval andcommercialization of new products. There are no guarantees that future clinical trialsdiscussed in this press release will be completed or successful or that any product willreceive regulatory approval for any indication or prove to be commercially successful.
Investors should read the risk factors set forth in Synergy's Form 10-K for the year endedDecember 31, 2012 and other periodic reports filed with the Securities and ExchangeCommission as well as ContraVir’s Registration Statement on Form 10 filed with the SEC.
While the list of factors presented here is considered representative, no such list should beconsidered to be a complete statement of all potential risks and uncertainties. Unlistedfactors may present significant additional obstacles to the realization of forward-lookingstatements. Forward-looking statements included herein are made as of the date hereof,and Synergy and ContraVir do not undertake any obligation to update publicly suchstatements to reflect subsequent events or circumstances.
Synergy Pharmaceuticals Inc.
Media:Gem GokmenOffice: 212-584-7610Mobile: 646-637-3208orInvestor:Bernard DenoyerOffice: 212-297-0020Mobile: 203-300-8147
Source: Synergy Pharmaceuticals Inc.
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