SALT LAKE CITY—Myrexis Inc. hasannounced that its board of directors has determined, after extensiveand careful consideration of potential strategic alternatives, that itis in the best interests of the company and its shareholders to dissolve Myrexis and liquidate its assets.This decision comes some nine months after the company announced that it was shifting its strategic direction andsuspending development activities of all its preclinical and clinicaldevelopment programs in oncology and autoimmune diseases, whileactively pursuing business development opportunities for each program.
In connection with thedissolution and liquidation, which is subject to shareholder approval,the company intends to distribute to its shareholders all availablecash, except such cash as is required for paying or making reasonableprovision for known and potential liabilities and other obligations ofthe company.
"After evaluating the company's strategic options, the board of directors reached the conclusion that it is in the best interest of theshareholders to dissolve and liquidate the company," said Gerald P.Belle, chairman of Myrexis' board. "The board of directorsand management, together with its external advisors, devoted substantialtime and effort in identifying and pursuing opportunities to enhanceshareholder value; however, that process did not yield a potentialtransaction which the board viewed as reasonably likely to providegreater realizable value to its shareholders than the completedissolution and liquidation of the company in accordance with the Planof Dissolution."
The Plan of Dissolution, as noted in the announcement of the recent activities, "contemplates an orderly wind down of the company's business and operations. If the company's shareholders approvethe Plan of Dissolution, the company intends to file a certificate ofdissolution, delist its shares from The NASDAQ Global Market, satisfy orresolve its remaining liabilities and obligations, including but notlimited to contingent liabilities and claims and costs associated withthe dissolution and liquidation, make reasonable provisions for unknownclaims and liabilities, attempt to convert all of its remaining assetsinto cash or cash equivalents, and make distributions to itsshareholders of cash available for distribution based upon theirproportionate ownership at the time of the dissolution, subject toapplicable legal requirements"
The company currently estimates that it will establish a reserve ofbetween $7 million and $12 million, which will be used to pay allexpenses (including operating expenses up until the dissolution) andother known, non-contingent liabilities, and includes reasonableprovision for expenses of liquidation and contingent and unknownliabilities as required by Delaware law. Based on this estimatedreserve, the company currently estimates that the aggregate amount of aninitial liquidating distribution to shareholders will be between $72.9million and $77.9 million, or between $2.72 to $2.91 per share, based on26,817,294 shares of common stock outstanding as of November 2, 2012.
If, prior to its dissolution, the company receives an offer for atransaction that will, in the view of the board, provide superior valueto shareholders than the value of the estimated distributions under thePlan of Dissolution, that is an alternate plan that the company still could choose to take.
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