- One-for-one spin-off stock dividend to be distributed to Galena stockholders as of the Record Date of March 8, 2012
- Galena to retain minority equity interest in RXi with potential to receive up to $45 million in milestones
LAKE OSWEGO, Ore., Feb. 27, 2012 (GLOBE NEWSWIRE) -- Galena Biopharma, Inc. (Nasdaq:GALE), a biotechnology company focused on developing innovative, targeted oncology treatments, today announced, as required by NASDAQ Listing Rule 5250(e)(6), that its Board of Directors has declared a conditional spin-off stock dividend on Galena common stock of one share of common stock of RXi Pharmaceuticals Corporation, a subsidiary of Galena, for each outstanding share of Galena common stock. The dividend of RXi shares will be made pursuant to the registration statement filed by RXi with the Securities and Exchange Commission and declared effective on February 14, 2012.
The dividend will be payable, subject to certain conditions, to Galena stockholders as of close of business (Eastern time) on March 8, 2012, the record date for the distribution, in the ratio of one RXi share for each share of Galena common stock held as of the record date. The Galena Board of Directors has not set a payment date for the distribution, but Galena anticipates that the payment date for the distribution of the shares will occur as soon as possible, and no later than 60 days, following the record date.
"Galena will continue focusing on our development-stage, targeted oncology pipeline, led by NeuVax™ which recently commenced a pivotal Phase 3 clinical trial for low-to-intermediate HER2 breast cancer patients," said Mark J. Ahn, Ph.D., President and Chief Executive Officer of Galena. "RXi will focus on developing novel RNAi-based drug candidates, and once this distribution is complete, will operate as a stand-alone company."
The establishment of a payment date for the distribution is dependent upon the timing of the effectiveness of an application filed with the Financial Industry Regulatory Authority (FINRA), to permit RXi common stock to be traded in the OTC Markets Group under the symbol "RXII."
The payment of the distribution also will be conditioned upon the closing of the investment in RXi under the securities purchase agreement, dated September 24, 2011, among Galena, RXi and investors in RXi previously announced by Galena.
About Galena Biopharma
Galena Biopharma, Inc. (Nasdaq:GALE) is a Portland, Oregon-based, biopharmaceutical company that develops innovative, targeted oncology treatments that address major unmet medical needs to advance cancer care. For more information please visit us at www.galenabiopharma.com.
The Galena Biopharma, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=10647
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the establishment of a payment date and the satisfaction of conditions for the completion of the distribution of RXi shares. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including the risk that the payment date is not established or that the distribution is delayed or is rescinded altogether by the board of directors of Galena. There is no assurance that the distribution will be completed.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be lawful to registration or qualification under the securities laws of any such state.