Myrexis, Inc. Announces Board Approval of Plan of Complete Liquidation and Dissolution

Myrexis, Inc. Announces Board Approval of Plan of Complete Liquidation and

SALT LAKE CITY, Nov. 9, 2012 (GLOBE NEWSWIRE) -- Myrexis, Inc. (Nasdaq:MYRX)
today announced that its Board of Directors has determined, after extensive
and careful consideration of potential strategic alternatives, that it is in
the best interests of the Company and its shareholders to dissolve the Company
and liquidate its assets. In connection with the dissolution and liquidation,
which is subject to shareholder approval, the Company intends to distribute to
its shareholders all available cash, except such cash as is required for
paying or making reasonable provision for known and potential liabilities and
other obligations of the Company.

Plan of Complete Liquidation and Dissolution

The Board of Directors has unanimously approved the dissolution and
liquidation of the Company, subject to shareholder approval. The Company
intends to call a special meeting of the shareholders to seek approval of a
Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution") and
will file proxy materials with the Securities and Exchange Commission as soon
as practicable.

"After evaluating the Company's strategic options, the Board of Directors
reached the conclusion that it is in the best interest of the shareholders to
dissolve and liquidate the Company," stated Gerald P. Belle, Chairman of
Myrexis' Board of Directors. "The Board of Directors and management, together
with its external advisors, devoted substantial time and effort in identifying
and pursuing opportunities to enhance shareholder value; however, that process
did not yield a potential transaction which the Board viewed as reasonably
likely to provide greater realizable value to its shareholders than the
complete dissolution and liquidation of the Company in accordance with the
Plan of Dissolution."

The Plan of Dissolution contemplates an orderly wind down of the Company's
business and operations. If the Company's shareholders approve the Plan of
Dissolution, the Company intends to file a certificate of dissolution, delist
its shares from The NASDAQ Global Market, satisfy or resolve its remaining
liabilities and obligations, including but not limited to contingent
liabilities and claims and costs associated with the dissolution and
liquidation, make reasonable provisions for unknown claims and liabilities,
attempt to convert all of its remaining assets into cash or cash equivalents,
and make distributions to its shareholders of cash available for distribution
based upon their proportionate ownership at the time of the dissolution,
subject to applicable legal requirements.

The Company currently estimates that it will establish a reserve of between $7
million and $12 million, which will be used to pay all expenses (including
operating expenses up until the dissolution) and other known, non-contingent
liabilities, and includes reasonable provision for expenses of liquidation and
contingent and unknown liabilities as required by Delaware law. Based on this
estimated reserve, the Company currently estimates that the aggregate amount
of an initial liquidating distribution to shareholders will be between $72.9
million and $77.9 million, or between $2.72 to $2.91 per share, based on
26,817,294 shares of common stock outstanding as of November 2, 2012. The
Company expects to make an initial liquidating distribution as soon as
practicable following the dissolution.

The amount distributable to shareholders, however, may vary substantially from
this estimate based on a number of factors, including the resolution of
outstanding known and contingent liabilities, the possible assertion of claims
that are currently unknown to the Company and costs incurred to wind down the
Company's business. In particular, pursuant to the Company's Separation and
Distribution Agreement with its former parent, Myriad Genetics, Inc., at the
time of the Company's separation from Myriad Genetics in 2009, the Company
assumed liability for certain pending or threatened legal matters related to
the Company's business, and is obligated to indemnify Myriad Genetics for any
liability arising out of such matters, including any costs of litigating such
matters.Although the Company does not believe that any obligation it assumed
under the Separation and Distribution Agreement will result in a material
liability, it cannot predict with certainty the amount or timing of such
liability, if any.The Board of Directors, in consultation with its advisors,
has evaluated this contingent liability, as well as other matters, in order to
make a determination about reasonable amounts to reserve, which is reflected
in the estimated reserve described above.Although the Board of Directors
believes there is a reasonable possibility that a substantial amount of the
contingency portion of the reserve will ultimately be distributed to the
shareholders, Delaware law requires that the Company's Board of Directors make
reasonable provision for contingent and unknown obligations in connection with
a dissolution and liquidation of the Company, which requires that a portion of
the Company's assets be reserved until the resolution of such
matters.Further, if additional amounts are ultimately determined to be
necessary to satisfy any of these obligations, shareholders may receive
substantially less than the current estimates.

If, prior to its dissolution, the Company receives an offer for a transaction
that will, in the view of the Board, provide superior value to shareholders
than the value of the estimated distributions under the Plan of Dissolution,
taking into account all factors that could affect valuation, including timing
and certainty of payment or closing, credit market risks, proposed terms and
other factors, the Plan of Dissolution and the dissolution could be abandoned
in favor of such a transaction.


This press release is for informational purposes only.It is neither a
solicitation of a proxy, an offer to purchase, nor a solicitation of an offer
to sell shares of Myrexis, Inc.In connection with the proposed Plan of
Dissolution, the Company intends to file with the Securities and Exchange
Commission ("SEC") a proxy statement and other relevant materials.THE
DISSOLUTION.Shareholders may obtain a free copy of the proxy statement and
the other relevant materials (when they become available), and any other
documents filed by the Company with the SEC, at the SEC's website at addition, the Company will mail a copy of the
definitive proxy statement to shareholders of record on the record date when
it becomes available.A free copy of the proxy statement when it becomes
available and other documents filed with the SEC by the Company may also be
obtained free of charge on the "Investors" section of Myrexis' website at or by directing a written request to: Myrexis, Inc., Attn:
Secretary, 305 Chipeta Way, Salt Lake City, Utah 84108, or by contacting the
Investor Relations department of Myrexis, Inc. at (801) 214-7800.

Participants in the Solicitation

Myrexis and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from its shareholders with respect
to the proposed Plan of Dissolution.Information regarding their direct or
indirect interests, by security holdings or otherwise, in the solicitation
will be included in the proxy statement filed by Myrexis with the SEC.

Certain U.S. Federal Income Tax Consequences to U.S. Stockholders

The following summary describes certain material U.S. federal income tax
consequences to U.S. holders of Myrexis common stock related to the Plan of
Dissolution. Unless otherwise specifically indicated herein, this summary
addresses the tax consequences only to a beneficial owner of Myrexis common
stock that for U.S. income tax purposes is: (1) a citizen or individual
resident of the U.S., (2) a corporation organized in or under the laws of the
U.S. or any state thereof or the District of Columbia, (3) an estate whose
income is subject to U.S. federal income taxation regardless of its source, or
(4) any trust if a U.S. court is able to exercise primary supervision over the
administration of such trust and one or more U.S. persons have the authority
to control all substantial decisions of the trust, or it has a valid election
in place to be treated as a U.S. person (a "U.S. holder"), and, even with
respect to such beneficial owners, this summary does not address special
considerations that may be applicable to certain specific categories of

Amounts received by stockholders pursuant to the Plan of Dissolution will be
applied against and reduce a stockholder's tax basis in his, her or its shares
of stock. Gain will be recognized as a result of a liquidating distribution to
the extent that the aggregate value of the distribution and any prior
liquidating distributions received by a stockholder with respect to a share
exceeds his, her or its tax basis for that share.If the Company makes more
than one liquidating distribution, each liquidating distribution will be
allocated proportionately to each share of stock owned by a stockholder. Any
loss will generally be recognized only when the final distribution from the
Company has been received and then only if the aggregate value of all
liquidating distributions with respect to a share is less than the
stockholder's tax basis for that share. Gain or loss recognized by a
stockholder will be capital gain or loss provided the shares are held as
capital assets, and will be long term capital gain or loss if the stock has
been held for more than one year. If no distributions are made to the
stockholders, each stockholder will generally recognize a capital loss equal
to the stockholder's basis in his, her or its shares. Such loss will be
recognized on the last day of the year in which the stock became worthless as
if sold on that day. Although we currently do not intend to make distributions
of property other than cash, in the event of a distribution of property, the
stockholder's tax basis in such property immediately after the distribution
will be the fair market value of such property at the time of distribution.

The tax consequences of the Plan of Dissolution may vary depending upon the
particular circumstances of the stockholder. The Company recommends that each
stockholder consult his, her or its own tax advisor regarding the federal
income tax consequences of the Plan of Dissolution as well as the state, local
and foreign tax consequences. Furthermore, each stockholder should review the
more detailed discussion of U.S. federal income tax consequences to U.S.
stockholders that will be included in the proxy statement to be filed with the

Cautionary Statement About Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, statements relating to the estimate of the reserve to be
established to pay all expenses and other known, non-contingent liabilities,
expenses of liquidation and contingent and unknown liabilities and the
estimate of an initial liquidating distribution.In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should," "expect," "plan," "intend," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue," the negative of these terms or other

Forward-looking statements are based on the opinions and estimates of
management at the time the statements are made and are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those anticipated in the forward-looking statements.The Company's actual
results may differ materially from those expressed or implied by these
forward-looking statements based on a number of factors, including failure of
the Company's shareholders to approve the proposed Plan of Dissolution, the
Company's ability to settle, make reasonable provision for or otherwise
resolve its liabilities and obligations, including the establishment of an
adequate contingency reserve, and the other risks and uncertainties described
in the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2012, as updated from time to time in the Company's subsequent SEC
filings.Readers are cautioned that these forward-looking statements,
including, without limitation, statements regarding the dissolution and
liquidation of the Company pursuant to the terms of the Plan of Dissolution,
the availability, amount or timing of liquidating distributions to
shareholders, the adequacy of reserves established to satisfy the Company's
obligations and the belief that a substantial amount of the contingency
portion of the reserve will ultimately be distributed to the shareholders, and
other statements contained in this press release regarding matters that are
not historical facts, are only estimates or predictions.Readers are cautioned
not to place undue reliance upon these forward-looking statements, which speak
only as of the date of this press release.The Company undertakes no
obligation to update any forward-looking statements whether as a result of new
information, future events or other factors, except as required by law.

The Myrexis, Inc. logo is available at

CONTACT: Myrexis
         Andrea Kendell
         Chief Financial Officer
         (801) 214-7879
         The Ruth Group (on behalf of Myrexis)
         Stephanie Carrington (investors)
         (646) 536-7017
         Tracy Lessor, Ph.D. (media)
         (646) 536-7006

Myrexis logo
Press spacebar to pause and continue. Press esc to stop.