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AVANT Announces
Completed Merger with Celldex and 1-for-12 Reverse Stock Split
NEEDHAM,
Mass.--(BUSINESS WIRE)--Mar 7, 2008 - AVANT Immunotherapeutics, Inc. (Nasdaq: AVAN) announced today the completed merger of
Callisto Merger Corporation, its wholly-owned subsidiary, with and into Celldex Therapeutics, Inc., resulting in the combined
company which will continue to be named AVANT and trade under the NASDAQ ticker symbol AVAN.
"We are extremely pleased that our shareholders recognized the intrinsic value
of this merger and believe that with the closing of this transaction we have built a strong, diversified company," said
Dr. Una Ryan, President and CEO of AVANT. "We look forward to making substantial progress in the development of our portfolio
of immunotherapy candidates and communicating this progress to our shareholders throughout the year. We thank them for their
continued support."
"The combined company is built on mutual expertise in developing novel immunotherapy products
and brings together an exceptional management team with proven experience in all aspects of drug development. We believe that
these key attributes create a strong combined company to realize the potential of our novel immunotherapy candidates,"
said Charles Schaller, former Chairman of Celldex, and now Chairman of AVANT. "I look forward to working with the combined
AVANT and Celldex teams to advance the Company's promising pipeline."
Approximately 104.8 million shares (on a pre-split
basis) are being issued to the former Celldex shareholders in connection with the merger, having a value of approximately
$75 million.
Under the terms of the merger agreement, Celldex shareholders will receive approximately 4.96 shares of AVANT
common stock in exchange for each share of Celldex common stock and Class A common stock they own. AVANT stockholders will
retain 42% of, and the former Celldex stockholders will own 58% of, the outstanding shares of AVANT's common stock on a fully
diluted basis. AVANT will also assume all of Celldex's stock options outstanding at the time of the merger.
At
the special meeting of AVANT shareholders held on March 6, 2008 in connection with the merger, shareholders approved four
proposals: (i) the issuance of shares of AVANT common stock pursuant to the merger agreement in the amount necessary to result
in the Celldex stockholders owning 58% of AVANT common stock on a fully diluted basis, (ii) an amendment to AVANT's Third
Restated Certificate of Incorporation to increase the number of authorized shares from 100,000,000 to 300,000,000, (iii) an
amendment to AVANT's Third Restated Certificate of Incorporation to effect a reverse stock split in a ratio ranging from one-for-twelve
to one-for-twenty of all issued and outstanding shares of AVANT common stock, the final ratio to be determined within the
discretion of the AVANT board of directors and (iv) adoption of the 2008 stock option and incentive plan.
AVANT's board of directors
has approved a 1-for-12 reverse stock split of AVANT's common stock, which became effective today, March 7, 2008. As a result
of the reverse stock split, each (twelve) shares of common stock will be combined and reclassified into one share of common
stock and the total number of shares outstanding will be reduced from approximately 180 million shares (including the shares
issued to Celldex shareholders in connection with the merger) to approximately 15 million shares.
The AVANT common stock
will trade under the symbol "AVAND" for 20 trading days beginning on March 10, 2008 to designate that it is trading
on a post-reverse split basis, and will resume trading under the symbol "AVAN" after the 20-day period has expired.
