SAN RAMON, Calif., Dec. 08, 2017 (GLOBE NEWSWIRE) -- Galena Biopharma, Inc. (NASDAQ: GALE) would like to remind stockholders to vote their respective shares and support the business combination transaction with SELLAS Life Sciences Group Ltd. To assist stockholders, Galena has published a presentation on its website to provide an overview of the transaction and the proposals. The presentation can be accessed under Investors — Investor Resources, or by clicking here.
With the Friday, December 15, 2017 meeting fast approaching, Galena reminds stockholders who have not already done so that they can still vote their shares and strongly encourages them to do so. Your vote is important, no matter how many or how few shares you may own.
Please Vote Your Galena Shares Today by contacting Galena’s proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885 (toll-free) or (212) 929-5500 (collect).
On November 30, 2017, Galena sent a letter to stockholders that, in pertinent part, stated as follows:
We previously mailed you a proxy statement/prospectus/consent solicitation statement, dated November 6, 2017, regarding the special meeting of stockholders to be held on December 15, 2017 (“Special Meeting”). We are seeking your approval of a business combination transaction in which the businesses of Galena Biopharma, Inc. and SELLAS Life Sciences Group Ltd (“SELLAS”) will be combined (the “Merger”).
As we have disclosed in the materials sent to you, if the Merger is not completed, Galena may elect to liquidate its remaining assets and there can be no assurances as to whether any cash would be available to distribute to Galena’s stockholders after paying Galena’s debts and other obligations. We believe a liquidation of Galena would be the worst possible outcome for Galena’s stockholders and, therefore, recommend that stockholders approve the proposals discussed below.
There are ten proposals for consideration at the Special Meeting (the “Proposals”). We note the following regarding the Proposals:
- Proposals 1, 2 and 3 must be approved by stockholders for the Merger to occur;
- If approved, Proposal 4 would provide the continuing company with the ability to raise the necessary equity capital in the future, within certain parameters, without obtaining further stockholder approval;
- Proposal 5 relates to a new equity incentive plan and Proposal 6 relates to a new employee stock purchase plan, both of which are expected to help the continuing company attract and retain employees, directors and consultants;
- Proposal 7 relates to the amendment of Galena’s bylaws so they are more in accordance with the standard bylaws among public companies; and
- Proposal 8 relates to an amendment to Galena’s amended and restated certificate of incorporation to allow the board of directors to adopt, amend or repeal Galena’s bylaws, which is more in line with standard bylaws of public companies;
- Proposal 9 relates to a non-binding, advisory vote on the compensation that will be paid or may become payable to Galena’s named executive officers in connection with the Merger;
- Proposal 10 relates to adjourning the Special Meeting in the event there are not sufficient votes to approve the Proposals mentioned above. Please refer to the proxy statement/prospectus/consent solicitation statement for a complete description of each of the Proposals.
The Galena board of directors believes that approval of each of the Proposals is important to Galena and the ongoing business of the continuing company after the Merger. Accordingly, the Galena board of directors unanimously recommends that stockholders vote “FOR ” each of the Proposals.
Your vote is very important. It is imperative that you vote your shares, as unvoted shares may prevent the approval of the Merger.
[In addition to calling Mackenzie at (800) 322-2885 (toll-free) or (212) 929-5500 (collect), t]here are three ways to vote your Galena shares without attending the Special Meeting in person – each only taking a few moments:
- By Internet: If you have Internet access, you may submit your proxy by following the Internet voting instructions on the proxy card or voting instruction card sent to you.
- By Telephone: You may submit your proxy by following the telephone voting instructions on the proxy card or voting instruction card sent to you.
- By Mail: You may do this by marking, dating and signing your proxy card or, for shares held in street name, the voting instruction card provided to you by your broker or other nominee, and mailing it in the self-addressed, postage prepaid envelope provided to you.
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We thank you for your continued support of Galena Biopharma, Inc.
Stephen F. Ghiglieri
Interim Chief Executive Officer and Chief Financial Officer
Additional Information about the Proposed Merger involving Galena Biopharma, Inc. and SELLAS Life Sciences Group Ltd and Where to Find It
In connection with the proposed merger, Galena and SELLAS have filed relevant materials with the Securities and Exchange Commission, or the SEC, including a final proxy statement/prospectus/consent solicitation statement dated November 6, 2017 and filed with the SEC pursuant to Rule 424(b)(3) on November 8, 2017 (the “final proxy statement/prospectus/consent solicitation statement”). Galena and SELLAS have mailed the final proxy statement/prospectus/consent solicitation statement to their respective stockholders. Investors and stockholders of Galena and SELLAS are urged to read the final proxy statement/prospectus/consent solicitation statement because it contains important information about Galena, SELLAS and the proposed merger. The final proxy statement/prospectus/consent solicitation statement, other relevant materials and any other documents filed by Galena with the SEC (when they become available), may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, copies of the documents filed with the SEC by Galena will be available free of charge on Galena’s website at www.galenabiopharma.com (under “Investors”—“Financials”) or by directing a written request to: Galena Biopharma, Inc., 2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583, Attention: Investor Relations or by email to: email@example.com. Investors and stockholders are urged to read the final proxy statement/prospectus/consent solicitation statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger.
SVP, Investor Relations & Corporate Communications
Source: Galena Biopharma, Inc.