WALTHAM, Mass., April 1 /PRNewswire/ -- ImmuLogic Pharmaceutical
Corporation (Nasdaq: IMUL) announced today that its Board of Directors has
voted to liquidate and dissolve the Company. This action will require
stockholder approval under Delaware law. Proxy statements describing the
proposed liquidation will be mailed to stockholders, after appropriate filings
with the Securities and Exchange Commission.
The Board anticipates that, as part of the liquidation, the Company will
return to its stockholders the sum of $36.7 million ($1.80 per share, based on
20,376,296 shares of Common Stock currently outstanding), plus the proceeds
from the value realized from the disposition of shares of Cantab
Pharmaceuticals plc held by the Company, plus the value, if any, to be
realized from the disposition of the 610 Lincoln Street lease, plus any
residual cash held by the Company at the end of the liquidation period. The
initial per share liquidation distribution is expected to be made shortly
after stockholder approval of the plan of liquidation is obtained.
ImmuLogic is a Delaware corporation and Delaware law requires that the
Company remain in existence as a non-operating entity for at least three years
from the date the Company files a certificate of dissolution in Delaware and
maintain a certain level of assets to cover costs during the dissolution
period. During the dissolution period, the Company will attempt to convert
its remaining assets to cash as expeditiously as possible. The Company
intends, as soon as reasonable and practical, to sell its shares of the stock
of Cantab Pharmaceutical plc, subject to the contractual limitations in place
with respect to the disposition by the Company of such shares and to market
factors generally.
The Company also will attempt to monetize the potential royalty streams
from its agreements with Cantab, Sankyo, and Heska. Since these are potential
revenues several years in the future, the Company does not anticipate that
these will result in significant additional distributions for stockholders.
The Company is currently unable to estimate with certainty the amount of
proceeds that it will realize upon the sale of the Cantab shares or any other
assets of the Company, or the amount of retained cash that will have to be
used to satisfy liabilities. Therefore, the Company cannot at this time
predict the amount of any future distributions to be made to the Company's
stockholders.
The Board of Directors also announced that J. Joseph Marr, would resign as
President and Chief Executive Officer. Dr. Marr will continue to serve as a
member of the Board of Directors until the 1999 Annual Meeting of
Stockholders, and in a consulting capacity. J. Richard Crowley, the Company's
Chief Financial Officer, will assume the additional role of President and has
been elected to the Board of Directors.
"With the decision of the Board of Directors to accept management's plan
of liquidation, it is an appropriate time for me to resign as President and
Chief Executive Officer," commented Dr. Marr. "I will continue to be
available to assist the Company through the liquidation process."
ImmuLogic Pharmaceutical Corporation is a biopharmaceutical company
located in Waltham, Massachusetts. The Company's press releases are available
through Company News on Call by fax at 800-758-5804, ext. 114501, and on the
Internet at http://www.prnewswire.com.
This press release contains forward-looking statements that involve a
number of risks and uncertainties, including risks and uncertainties that
relate to restructuring of the Company's business, assets or liabilities, and
the other risk factors detailed in the Company's Annual Report on Form 10-K.
SOURCE ImmuLogic Pharmaceutical Corporation
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Company News On-Call:
http://www.prnewswire.com/comp/114501.html or fax,
800-758-5804, ext. 114501
Related links:
www.prnewswire.com/cnoc/exec/menu?114051
CONTACT:
Investor Relations of ImmuLogic
Pharmaceutical Corporation 781-466-6000
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