Synergy Pharmaceuticals Inc. (NASDAQ:SGYP), a developer of new drugs to
treat gastrointestinal disorders and diseases, today announced that its
board of directors has approved the final distribution ratio and
declared a pro rata dividend for the spin-off of the shares of common
stock of Synergy's wholly-owned subsidiary, ContraVir Pharmaceuticals,
On the distribution date of February 18, 2014, Synergy stockholders of
record as of the close of business on February 6, 2014, the record date
for the distribution, will receive .0986 shares of ContraVir common
stock for every 1 share of Synergy common stock they hold. No fractional
shares of ContraVir will be issued. Synergy Stockholders will receive
cash in lieu of fractional shares. Cash received in lieu of fractional
shares will be taxable. Synergy stockholders are urged to consult with
their tax advisors with respect to the U.S. federal, state, local and
foreign tax consequences of the ContraVir spin-off.
After the distribution, ContraVir will be an independent publicly traded
company and Synergy will retain no ownership interest in ContraVir. No
action or payment is required by Synergy stockholders to receive the
shares of ContraVir common stock. Stockholders who hold Synergy common
stock on the record date will receive a book-entry account statement
reflecting their ownership of ContraVir common stock or their brokerage
account will be credited with the ContraVir shares.
The distribution does not require shareholder approval. An Information
Statement containing details regarding the distribution of the ContraVir
common stock and ContraVir's business and management following the
ContraVir spin-off will be mailed to Synergy stockholders prior to the
distribution date. The distribution of ContraVir common stock is subject
to the satisfaction or waiver of certain conditions described in the
Information Statement. Synergy and ContraVir expect that all conditions
to the spin-off will be satisfied on or before the distribution date.
The ex-dividend date is pending and will be set by NASDAQ.
Synergy expects a "when issued" public market for ContraVir common stock
to begin on or about February 6, 2014 on the OTC Bulletin Board.
Following the spin-off, "regular way" trading of ContraVir common stock
is expected to start on February 18, 2014. The CUSIP number for the
ContraVir common stock will be 21234W 103 when regular way tradin
Synergy Pharmaceuticals Inc. is a biotechnology company focused on the
research and development of novel drugs for the treatment of
gastrointestinal (GI) diseases and disorders. Synergy has discovered
proprietary analogs of the human GI hormone, uroguanylin, the natural
agonist for the intestinal guanylate cyclase-C (GC-C) receptor. Both
Synergy's lead GC-C agonist, plecanatide, and next-generation GC-C
agonist, SP-333, mimic uroguanylin's natural functions by binding to and
activating the GC-C receptor in the GI tract to stimulate fluid and
transit required for normal digestion. Plecanatide is in phase 3
clinical trials for chronic idiopathic constipation and a phase 2b study
for irritable bowel syndrome with constipation. SP-333 is in phase 2
development for opioid-induced constipation and is also being explored
for ulcerative colitis. For more information please visit www.synergypharma.com.
ContraVir is a biopharmaceutical company focused primarily on the
development of drugs to treat herpes zoster, or shingles, which is an
infection caused by the reactivation of varicella zoster virus or VZV.
ContraVir's lead candidate, FV-100, is an orally available nucleoside
analogue prodrug of CF-1743 that it is developing for the treatment of
shingles. Published preclinical studies demonstrate that FV-100 is
significantly more potent against VZV than acyclovir, valacyclovir, and
famciclovir, the FDA-approved drugs used for the treatment of shingles.
Preclinical studies further demonstrate that FV-100 has a more rapid
onset of antiviral activity, and may fully inhibit the replication of
VZV more rapidly than these drugs at significantly lower concentration
levels. In addition, pharmacokinetic data from completed phase 1 and 2
clinical trials suggest that FV-100 has the potential to demonstrate
antiviral activity when dosed orally once-a-day at significantly lower
levels than valacyclovir, acyclovir, and famciclovir.
For more information please visit www.contravir.com.
Certain statements in this press release are forward-looking within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements may be identified by the use of forward-looking words such as
"anticipate," "planned," "believe," "forecast," "estimated," "expected,"
and "intend," among others. These forward-looking statements are based
on Synergy's and ContraVir's current expectations and actual results
could differ materially. There are a number of factors that could cause
actual events to differ materially from those indicated by such
forward-looking statements. These factors include, but are not limited
to, substantial competition; our ability to continue as a going concern;
our need for additional financing; uncertainties of patent protection
and litigation; uncertainties of government or third party payer
reimbursement; limited sales and marketing efforts and dependence upon
third parties; and risks related to failure to obtain FDA clearances or
approvals and noncompliance with FDA regulations. As with any
pharmaceutical under development, there are significant risks in the
development, regulatory approval and commercialization of new products.
There are no guarantees that future clinical trials discussed in this
press release will be completed or successful or that any product will
receive regulatory approval for any indication or prove to be
commercially successful. Investors should read the risk factors set
forth in Synergy's Form 10-K for the year ended December 31, 2012 and
other periodic reports filed with the Securities and Exchange Commission
as well as ContraVir's Registration Statement on Form 10 filed with the
SEC. While the list of factors presented here is considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted factors may
present significant additional obstacles to the realization of
forward-looking statements. Forward-looking statements included herein
are made as of the date hereof, and Synergy and ContraVir do not
undertake any obligation to update publicly such statements to reflect
subsequent events or circumstances.
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