Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - Acer Therapeutics Inc. | opxa_8k.htm |
Exhibit 99.1
Leading Independent Proxy Advisory Firms ISS and Glass Lewis
Recommend Opexa Therapeutics
Shareholders Vote "FOR"
the Proposed Merger
and Related Proposals
THE WOODLANDS, TX / ACCESSWIRE / September 11, 2017 / Opexa
Therapeutics, Inc. (NASDAQ: OPXA) announced today that
Institutional Shareholder Services Inc. (ISS) and Glass, Lewis
& Co., LLC (Glass Lewis) have both recommended that Opexa
shareholders vote "FOR" the proposed merger with Acer Therapeutics
Inc. and the related proposals in the Company's proxy
statement/prospectus/information statement for the special meeting
of its shareholders to be held on September 19, 2017 at 9:00 a.m.
Pacific Time.
ISS and
Glass Lewis are widely recognized as leading independent voting and
corporate governance advisory firms. Their analysis and
recommendations are relied on by many major institutional
investment firms, mutual funds and fiduciaries throughout North
America.
In its
report, ISS stated, among other things, that "A vote FOR this
proposal is warranted. The reverse merger with Acer Therapeutics
appears to be the most viable alternative to shareholders
considering the company's financial condition and its future
prospects as a standalone entity." ISS also noted that each of the
proposals on the proxy are conditioned upon approval of each other,
and that the merger will not be completed without the approval of
all proposals.
Additionally,
Glass Lewis concluded that the proposed transaction would allow
existing Opexa shareholders to participate in the potential upside
of Acer’s development pipeline at a time when Opexa appears
to have few viable alternatives. Glass Lewis also noted the
proposed transaction follows a thorough review of strategic
alternatives on the part of the Opexa board of directors and is
reasonable and in the interests of shareholders.
Commenting
on the proxy advisors' reports, Neil K. Warma, President and Chief
Executive Officer of Opexa, stated: "The ISS and Glass Lewis
recommendations are consistent with our view that the merger with
Acer Therapeutics provides Opexa shareholders with an opportunity
for growth in the value of their shares."
The
merger and related proposals have been unanimously approved by the
boards of directors of both companies as well as by a majority of
Acer stockholders. The proposed merger is expected to close in the
third quarter of 2017 (subject to the approval of the shareholders
of Opexa and other customary conditions).
THE MERGER WILL NOT GO FORWARD UNLESS
THE MERGER, THE CHANGE IN CONTROL, THE INCENTIVE PLAN,
THE NAME CHANGE AND THE REVERSE STOCK SPLIT PROPOSALS ARE ALL
APPROVED.
OPEXA
SHAREHOLDERS – PLEASE VOTE TODAY!
Failure
to vote or an abstention from voting will have the same effect as a
vote "AGAINST" the name change and reverse stock split proposals.
All shareholders are asked to vote "FOR" all proposals as soon as
possible.
If you
are an Opexa shareholder and you have questions or require
assistance in submitting your proxy or voting your shares, please
contact Opexa’s proxy solicitor:
ADVANTAGE
PROXY, INC.
Toll
Free: 1-877-870-8565
Collect:
1-206-870-8565
Email:
ksmith@advantageproxy.com
Safe Harbor Statements
Additional Information about the Proposed Merger between Opexa
Therapeutics, Inc. and Acer Therapeutics Inc. and Where to Find
It
In
connection with the proposed merger, Opexa has filed a registration
statement on Form S-4 with the Securities and Exchange Commission
(the "SEC"), including a proxy statement / prospectus / information
statement. The registration statement was declared effective on
August 10, 2017. Investors and securityholders of Opexa and Acer
are urged to read these materials because they contain important
information about Opexa, Acer and the proposed merger. The proxy
statement / prospectus / information statement and other relevant
materials, and any other documents filed by Opexa with the SEC, may
be obtained free of charge at the SEC web site at www.sec.gov. In
addition, investors and securityholders may obtain free copies of
the documents filed with the SEC by Opexa by directing a written
request to: Opexa Therapeutics, Inc., 2635 Technology Forest Blvd.,
The Woodlands, TX 77381, Attention: Investor Relations. Investors
and securityholders are urged to read the proxy statement /
prospectus / information statement and the other relevant materials
before making any voting or investment decision with respect to the
proposed merger.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in connection with the proposed merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Opexa
and its directors and sole executive officer and Acer and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Opexa in
connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the
proposed merger is included in the proxy statement / prospectus /
information statement referred to above. Additional information
regarding the directors and the sole executive officer of Opexa is
also included in Opexa's Annual Report on Form 10-K for the year
ended December 31, 2016 and the proxy statement for Opexa's 2016
Annual Meeting of Shareholders. These documents are available free
of charge at the SEC's web site (www.sec.gov) and from Investor
Relations at Opexa at the address described above.
Forward-Looking Statements
Statements
contained in this press release regarding matters that are not
historical facts are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such statements include, but are not limited to, statements
regarding the conduct of our special meeting of shareholders;
statements regarding the structure, timing and completion of
Opexa's proposed merger with Acer; and the expectations regarding
voting by Opexa's shareholders and Acer's stockholders. Opexa
and/or Acer may not actually achieve the proposed merger, or
otherwise carry out the intentions or meet the expectations
disclosed in these forward-looking statements, and you should not
place undue reliance on these forward-looking statements. Because
such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by
such forward-looking statements. These forward-looking statements
are based upon Opexa's current expectations and involve assumptions
that may never materialize or may prove to be incorrect. Actual
results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of
various risks and uncertainties, which include, without limitation,
risks and uncertainties associated with securityholder approval of
and the ability to consummate the proposed merger through the
process being conducted by Opexa and Acer, the ability to project
future cash utilization and reserves needed for contingent future
liabilities and business operations, and the availability of
sufficient resources of the combined company to meet its business
objectives and operational requirements. Risks and uncertainties
facing Opexa are described more fully in Opexa's periodic reports
and the Form S-4 registration statement filed with the SEC. All
forward-looking statements contained in this press release speak
only as of the date on which they were made. Opexa undertakes no
obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they were
made.
Investor Contact:
Neil K. Warma
Tel: (281) 881-6527
nwarma@opexatherapeutics.com