WALTHAM, Mass., Aug. 25 /PRNewswire/ -- ImmuLogic Pharmaceutical
Corporation (Nasdaq: IMUL) announced today that its stockholders have voted to
liquidate and dissolve the Company.
In connection with the approval of the plan of liquidation and dissolution
by its stockholders, the Company's Board of Directors voted today to make an
initial liquidating distribution of $1.94 per share to all stockholders of
record on August 25, 1999. The Company expects that this distribution will
occur on or about September 9, 1999.
The meeting of stockholders, originally scheduled to be held on August 18,
1999, was adjourned until August 25 because ImmuLogic received a communication
from a third party indicating an interest in proposing an alternative to
liquidation. The Board of Directors, after carefully reviewing the third
party's proposal, decided to proceed with the consideration of the plan of
liquidation because, in the Board's judgment, the third party's proposal
lacked specificity, contained contingencies and in its current state was not
superior to the plan of liquidation approved by the stockholders.
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 is unable at this time to
determine the amount of any future distributions to be made to the Company's
stockholders.
The stockholders also voted to elect J. Richard Crowley, Carl S.
Goldfischer and Daniel L. Korpolinski as the Directors of the Company.
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 the liquidation of the Company's assets and satisfaction of its
liabilities, and the other risk factors detailed in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998 and its Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999.
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
CONTACT:
Investor Relations of ImmuLogic
Pharmaceutical Corporation, 781-466-6000
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