AVI BioPharma, Inc. (NASDAQ: AVII), a developer of RNA-based drugs,
today announced that it has reached an agreement with Mr. George W.
Haywood, Ms. Cheryl Haywood, Rockall Emerging Markets Master Fund
Limited, Meldrum Asset Management, LLC, Mr. Con Egan and Mr. Conor
O'Driscoll ("the shareholder group"), which will result in changes
to the Company's Board of Directors and leadership team.
As part of the agreement, the AVI Board of Directors has
appointed J. David Boyle II, AVI's Chief Financial Officer, to the
additional role of Interim President and Chief Executive Officer.
This appointment follows Leslie Hudson's resignation, at the
request of the Board, as President, Chief Executive Officer and a
director of the Company. The Board plans to initiate a search for
CEO candidates, which will include both external and internal
candidates.
AVI also announced that Anthony R. Chase has joined the AVI
Board and its nominating and corporate governance committee, and K.
Michael Forrest has stepped down from the AVI Board. With the
changes announced today, AVI's Board is currently comprised of
seven directors, all of whom are independent, including Mr. Chase
and six incumbent directors, M. Kathleen Behrens, Michael Casey,
Christopher Henney, William A. Goolsbee, John C. Hodgman and Dr.
Gil Price. As previously announced, Mr. Casey and Dr. Henney have
informed the Board of their decisions not to stand for re-election
at the 2010 Annual Meeting. The nominating and corporate governance
committee of the AVI Board is working to identify two new
independent directors to stand for election at the Annual
Meeting.
"This agreement reflects the Board and management team's focus
on serving the best interest of all AVI shareholders and building
on the strong foundation we have in place," said Michael D. Casey,
Chairman of the AVI Board of Directors. "Like our shareholders, we
believe that AVI has exciting opportunities ahead. We have a number
of compelling prospects in our portfolio, and we are dedicated to
continuing our forward momentum. We appreciate the dialogue we have
had with our shareholders and look forward to working with the new
directors to achieve AVI's business goals and enhance value for
shareholders."
"We are pleased to have someone of David Boyle's caliber to
serve as Interim President and CEO. His knowledge of AVI and his
broad industry expertise make David an excellent choice to support
and lead AVI during this period. Importantly, David is also joined
by a deep senior management team. The Board is confident that with
this team and our more than 60 dedicated employees, we will achieve
a seamless transition," said Mr. Casey.
"I am excited by the opportunity to serve AVI in this expanded
role," said Mr. Boyle. "Since joining AVI, I have come to
appreciate the Company's strong prospects and talented team. In my
new role, it will be my top priority to ensure that we, as a
company, stay focused on developing the many potential value
enhancing programs in the AVI pipeline. I am confident that we can
create both life saving treatments for patients and value for our
shareholders."
"With a leading clinical program to evaluate treatment for
Duchenne muscular dystrophy and a strong biodefense program, we all
agree that there is a significant value opportunity at AVI. We
expect this change, and the new experience and expertise it brings,
will help the Company and its leadership capture AVI's value
opportunity," said Mr. Haywood. "We appreciate that throughout this
process the AVI Board has been receptive to shareholder views and
demonstrated a commitment to positioning AVI for continued
growth."
Mr. Casey continued, "We would like to thank Michael Forrest for
his service on the AVI Board. His insight and experience have been
invaluable to the Company. We also extend our appreciation to Les
Hudson as his efforts leave AVI well prepared and with a strong
team in place to successfully manage through this transition."
The agreement, under which the shareholder group will withdraw
its request for a special meeting of shareholders and abide by
certain standstill provisions, will be filed with the SEC as an
exhibit to the Company's Current Report on Form 8-K.
Outlook Affirmed
The Company today confirmed its guidance for 2010. In
particular, for 2010, AVI provides guidance for expenditures for
operations, net of government funding and other collaborative
efforts, to be approximately $23 million to $27 million. The
Company believes it will continue to receive funding from
government and other sources to pursue the development of product
candidates, and has assumed certain revenues from these awards in
providing this guidance. As previously announced, if the Company
does not continue to receive the funding from its current
contracts, its guidance may change.
About David Boyle
Mr. Boyle joined the Company in August 2008, bringing extensive
operational and international financial experience to AVI. He was
previously Vice President, Finance and Chief Financial Officer of
XOMA Ltd., a California-based leader in the discovery and
development of therapeutic antibodies. In addition to his past
positions as VP of Finance at Polycom and Director of Business
Development at Intel, Mr. Boyle has held senior positions in
biotechnology and specialty pharmaceutical companies. He was at
Salix Pharmaceuticals, Ltd. in the US and at Ares Serono Group both
in the US and Switzerland.
About Anthony R. Chase
Anthony Chase is Chairman of ChaseSource, L.P. and is actively
involved in funding and leading new business ventures. Mr. Chase is
lead director of Cornell Companies, Inc. (NYSE: CRN) and a member
of the Board of Directors of Western Gas Partners, LP (NYSE: WES),
Texas Medical Center, Greater Houston Partnership, Northern Trust
Bank of Texas, and the Houston Zoo Development Board. He recently
served as Deputy Chairman of the Federal Reserve Bank of Dallas. He
is also a member of the Council on Foreign Relations.
Mr. Chase is a tenured professor of law at the University of
Houston Law Center and is an honors graduate of Harvard College. He
received a law degree from Harvard Law School and an MBA from
Harvard Business School. Mr. Chase is a member of the American Bar
Association and the State Bar of Texas.
About AVI BioPharma
AVI BioPharma is focused on the discovery and development of
RNA-based medicines utilizing proprietary derivatives of its
antisense chemistry (morpholino-modified phosphorodiamidate
oligomers or PMOs) that can be applied to a wide range of diseases
and genetic disorders through several distinct mechanisms of
action. Unlike other RNA therapeutic approaches, AVI's antisense
technology has been used to directly target both messenger RNA
(mRNA) and its precursor (pre-mRNA), allowing for both up- and
down-regulation of targeted genes and proteins. AVI's RNA-based
drug programs are being evaluated for the treatment of Duchenne
muscular dystrophy, including an ongoing systemic Phase 1b/2
clinical trial of exon skipping with AVI-4658. AVI's antiviral
programs have demonstrated promising outcomes in Ebola Zaire and
Marburg Musoke virus infections and may prove applicable to other
viral targets such as Junin, influenza, HCV or Dengue viruses. For
more information, visit www.avibio.com.
Cautionary Language Regarding Forward-Looking
Statements
The statements in this press release regarding the Nominating
and Corporate Governance Committee working to identify two new
directors, AVI BioPharma's beliefs regarding the future of AVI
BioPharma and seeking to achieve AVI's business goals and enhance
shareholder value, the expected benefits from the leadership
changes and the ability of AVI BioPharma to manage through the
transition, and the statements made under the caption "Outlook
Affirmed" are forward-looking statement under the Private
Securities Litigation Reform Act of 1995 that involve risks and
uncertainties, including, but not limited to: the risk that the
transition of leadership may not occur as easily as AVI BioPharma
expects, which could have a negative effect of, AVI BioPharma's
business; the risk of loss of AVI BioPharma key employees if they
do not approve of the management and board changes; the risk that
AVI BioPharma will not be able to identify two potential directors
who would enhance the strength of the Board who would be willing to
join the Board; the risk that AVI BioPharma will not receive
government or other funding that it expects due to reasons not
currently known to it; the risk that AVI BioPharma's expenditures
for operations will be greater than it expects; and other risks
detailed in AVI BioPharma's Annual Report on Form 10-K under the
caption "Item 1A Risk Factors", filed with the Securities and
Exchange Commission on March 16, 2010. In addition, these
forward-looking statements represent AVI BioPharma's views only as
of the date of this press release, and AVI BioPharma undertakes no
obligation to update these forward-looking statements in the
future.
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