Special Meeting of Stockholders to Approve
Plan of Dissolution Scheduled for Friday, May 10, 2024 at 10:00
a.m. Eastern Standard Time
Merrimack Pharmaceuticals, Inc. (Nasdaq: MACK) (“Merrimack” or
the “Company”) today announced that it has received a $225 million
payment which was due from Ipsen, S.A. as a result of its receipt
of approval from the U.S. Food and Drug Administration, or FDA, to
market ONIVYDE as a first-line treatment of metastatic
adenocarcinoma on the pancreas.
Merrimack’s Board of Directors has evaluated the likelihood of
receiving additional milestone payments under the Ipsen Agreement
and from the 2019 Agreement with Elevation Oncology and has
concluded that it is unlikely that any additional milestone
payments from either agreement will become payable. We have
announced a special meeting of stockholders on May 10, 2024 to
approve a Plan of Dissolution which includes plans for a
liquidating dividend payable to stockholders. We currently
anticipate the initial liquidating dividend to be in the range of
between approximately $14.68 and $15.30 per share. The Plan of
Dissolution will include establishment of a liquidating trust for
the benefit of stockholders in the unlikely event that Merrimack
might receive any future milestone payments from Ipsen or Elevation
Technology.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed liquidation and Dissolution of
the Company (the “Dissolution”) and the Plan of Dissolution, the
Company filed a definitive proxy statement (the “Proxy Statement”)
with the Securities and Exchange Commission (the “SEC”) on March
21, 2024. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ANY
AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS
AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED DISSOLUTION, THE PLAN OF DISSOLUTION AND RELATED
MATTERS, AND/OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT MERRIMACK PHARMACEUTICALS, INC., THE
PROPOSED DISSOLUTION, THE PLAN OF DISSOLUTION AND RELATED MATTERS.
Stockholders may obtain a free copy of the Proxy Statement and the
other relevant materials (when they become available), and any
other documents filed by the Company with the SEC, at the SEC’s
website at http://www.sec.gov or on the “Investors” section of the
Company’s website at www.merrimack.com.
Participants in the Solicitation
The Company and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from its
stockholders with respect to the proposed Dissolution, the Plan of
Dissolution and related matters, and any other matters to be voted
on at the Special Meeting. Information regarding the names,
affiliations and direct or indirect interests, by security holdings
or otherwise, of such directors and executive officers in the
solicitation are included in the Proxy Statement. Additional
information regarding such directors and executive officers, and
other important Company information, are included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023,
which was filed with the SEC on March 9, 2024, as amended by a Form
10-K/A and a Proxy Statement for its Special Meeting of
Stockholders, each of which was filed with the SEC on March 21,
2024.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of the Company’s
stockholders in connection with the proposed Dissolution, the Plan
of Dissolution and related matters are forth in the Proxy
Statement. These documents will be available free of charge as
described in the preceding section.
For more information, visit https://www.merrimack.com.
About Merrimack
Merrimack Pharmaceuticals, Inc. is a biopharmaceutical company
based in Cambridge, Massachusetts that is entitled to receive up to
$450.0 million in contingent milestone payments related to its sale
of Onivyde® to Ipsen S.A. in April 2017. Merrimack received $225
million of these potential milestone payments which were tied to
the first line metastatic pancreatic ductal adenocarcinoma
potential indication on March 27, 2024. The remaining contingent
milestone payments consist of $150 million tied to the small cell
lung cancer potential indication and $75 million tied to other
potential applications Ipsen may elect to pursue. These contingent
milestone payments would be payable by Ipsen upon approval by the
U.S. Food and Drug Administration (“FDA”) of Onivyde for certain
additional clinical indications. Merrimack’s agreement with Ipsen
does not require Ipsen to provide Merrimack with any information on
the progress of Onivyde clinical trials that is not publicly
available. Merrimack is also entitled to receive up to $54.5
million in contingent milestone payments related to its sale of
anti-HER3 programs to Elevation Oncology (formerly 14ner Oncology,
Inc.) in July 2019.
Forward Looking Statements
Any statements made in this press release relating to future
financial, business, conditions, plans, prospects, impacts, shifts,
trends, progress, or strategies and other such matters, including
without limitation, Merrimack’s proposed Dissolution pursuant to
its proposed Plan of Dissolution, the timing of filing of the
Certificate of Dissolution, the timing and outcome of the planned
Special Meeting to approve the proposed Dissolution and the Plan of
Dissolution, the amount, number, and timing of liquidating
distributions, if any, to its stockholders, the amount of reserves,
and similar statements, are forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. In addition, when or if used in this press release, the words
“may,” “could,” “should,” “might,” “show,” “adjourn,” “hold,”
“approve,” “receive,” “determine,” “file,” “describe,” “entitle,”
“present,” “solicit,” “continue,” “conduct,” “reduce,” “report,”
“seek,” “conserve,” “distribute,” “dissolve,” “encourage,”
“discontinue,” “terminate,” “wind down,” “additional,” “announce,”
“anticipate,” “believe,” “sufficient,” “estimate,” “expect,”
“intend,” “plan,” “potential,” “will,” “evaluate,” “aim,” “meet,”
“support,” “look forward,” “develop,” “promise,” “provide,”
“necessary,” “appropriate,” “affirmative,” “opportunity,” “reduce,”
“suggest,” and similar expressions and their variants, as they
relate to Merrimack or any of Merrimack’s partners, or third
parties, may identify forward-looking statements. Merrimack
cautions that these forward-looking statements are subject to
numerous assumptions, risks, and uncertainties, which change over
time, often quickly, and in unanticipated ways. Important factors
that may cause actual results to differ materially from the results
discussed in the forward-looking statements or historical
experience include the availability, timing and amount of
liquidating distributions being different than expected; the
amounts that will need to be set aside as reserves by Merrimack
being higher than anticipated; the possible inadequacy of such
reserves to satisfy Merrimack’s obligations; potential unknown
contingencies or liabilities, and Merrimack’s potential inability
to favorably resolve them or at all; the amount of proceeds that
might be realized from the sale or other disposition of any
remaining Merrimack assets; the application of, and any changes in,
applicable tax and other laws, regulations, administrative
practices, principles and interpretations; the incurrence by
Merrimack of expenses relating to the proposed Dissolution being
different than estimated; the ability of the Merrimack Board to
abandon, modify or delay implementation of the proposed
Dissolution, even after stockholder approval; failure of the
Company’s stockholders to approve the proposed Plan of Dissolution;
the Company’s ability to settle, make reasonable provision for or
otherwise resolve its liabilities and obligations, including the
establishment of an adequate contingency reserve; and the uncertain
macroeconomic and political environment.
In addition to forward-looking statements regarding the proposed
Plan of Dissolution, Merrimack’s forward-looking statements
include, among others, (i) Merrimack’s rights to receive payments
related to certain future milestone events or whether such
milestones will be achieved, if at all, or whether Ipsen and
Elevation Oncology will resume efforts under the remaining programs
for which milestone payments may occur, (ii) substantial risks and
uncertainties that could cause Merrimack’s future results,
performance, or achievements to differ significantly from those
expressed or implied by the forward-looking statements which
include, among others: positive information about pre-clinical and
early-stage clinical trial results does not ensure that later stage
or larger scale clinical trials will be successful as, for example,
these additional indications for which milestone payments could
occur may not demonstrate promising therapeutic effect or
appropriate safety profiles in current or later stage or larger
scale clinical trials as a result of known or as yet unanticipated
side effects; (iii) the results achieved in later stage trials may
not be sufficient to meet applicable regulatory standards or to
justify further development; (iv) problems or delays may arise
prior to the initiation of planned clinical trials, during clinical
trials or in the course of developing, testing, or manufacturing
that could lead Ipsen and Elevation Oncology and their partners and
collaborators to fail to initiate or to discontinue development;
(v) even if later stage clinical trials are successful, unexpected
concerns may arise from subsequent analysis of data or from
additional data; (vi) obstacles may arise or issues may be
identified in connection with review of clinical data with
regulatory authorities; (vii) regulatory authorities may disagree
with Ipsen and Elevation Oncology’s view of the data or require
additional data or information or additional studies; (viii) the
planned timing of initiation and completion of future clinical
studies, if any, are subject to the ability of each of Ipsen and
Elevation Oncology, respectively, to enroll patients, enter into
agreements with clinical trial sites and investigators, and
overcome technical hurdles and other issues related to the conduct
of the trials for which each of them is responsible; (ix) each of
Ipsen and Elevation Oncology are subject to the risk that they may
not successfully commercialize these development programs; and (x)
press releases and other public statements by Ipsen and Elevation
Oncology may contain forward-looking statements. Merrimack
undertakes no obligation to update or revise any forward-looking
statements. Forward-looking statements should not be relied upon as
representing Merrimack’s views as of any date subsequent to the
date hereof. For a further description of the risks and
uncertainties that could cause actual results to differ from those
expressed in these forward-looking statements, as well as risks
relating to Merrimack’s business in general, see the “Risk Factors”
section of Merrimack’s Annual Report on Form 10-K filed with the
SEC on March 7, 2024, any subsequent quarterly report on Form 10-Q
filed by Merrimack and the other reports Merrimack files with the
Securities and Exchange Commission.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240327941499/en/
Tim Surgenor ir@merrimack.com
Merrimack Pharmaceuticals (NASDAQ:MACK)
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