Affymax Board Announces Decision to Dissolve the Company

  Affymax Board Announces Decision to Dissolve the Company

Business Wire

CUPERTINO, Calif. -- June 24, 2014

Affymax, Inc. (AFFY), a biopharmaceutical company, today announced that its
Board of Directors has approved the liquidation and dissolution of the
company, subject to stockholder approval, and plans to distribute all
available cash to its stockholders as soon as legally permitted and reasonably
practicable after paying or making reasonable provision for all known and
potential liabilities and other obligations of the Company. Based on the
information the Company currently has available, which is subject to change,
the Company estimates that the aggregate amount of the distribution to
stockholders could be a few cents per share, based on 37,490,095 shares of
common stock outstanding as of April 30, 2014 and the remaining cash of
approximately $4 million as of May 2014.

Plan of Liquidation and Dissolution

The Company's Board of Directors has approved a plan of liquidation and
dissolution of the Company, which is subject to stockholder approval. The
Company intends to call a meeting of its stockholders to seek approval of the
dissolution and will file proxy materials with the Securities and Exchange
Commission as soon as practicable.

This decision follows the recent joint announcement by the Company and Takeda
Pharmaceutical Company Limited (Takeda) that Takeda has completed a detailed
investigation of the postmarketing reports of serious hypersensitivity
reactions including anaphylaxis, which may be life-threatening or fatal. As
announced, Takeda confirmed that no quality or manufacturing issues were
present, but it was not able to identify a specific root cause for the
reactions that were observed. In light of these findings, OMONTYS would not be
permitted to be returned to the market and Takeda is working with the FDA to
withdraw approval. Based on this outcome, the Board has determined it to be in
the best interests of the stockholders to dissolve the Company.

The plan of liquidation and dissolution contemplates an orderly wind down of
the Company's remaining business and operations. If the Company's stockholders
approve the dissolution, the Company intends to file a certificate of
dissolution with the Delaware Secretary of State, satisfy or resolve its
remaining liabilities and obligations, including but not limited to contingent
liabilities and claims, lease obligations, and costs associated with the
liquidation and dissolution, and make distributions to its stockholders of
cash available for distribution, subject to applicable legal requirements. In
order to conserve its available resources and assets, the Company plans to
seek relief from certain of its reporting obligations under the Securities
Exchange Act of 1934, as amended and, upon the filing of the certificate of
dissolution, the Company also intends to cease trading in its stock on the
public markets, close its stock transfer books and discontinue recording
transfers of shares of its stock.

Subject to claims that may be presented to the Company as part of the
dissolution process, the Company currently estimates that it will maintain an
initial reserve for any contingent and unknown obligations and liabilities, in
accordance with applicable law until the resolution of such matters. Any
remaining cash is expected to be distributed to stockholders as soon as
reasonably practicable and permitted by applicable law. The amount
distributable to stockholders, however, may vary substantially from the amount
estimated above based on a number of factors, including the resolution of
outstanding known and contingent liabilities, the possible assertion of claims
currently unknown to the Company, and costs incurred to wind down the
Company's business. If additional amounts are ultimately determined to be
necessary to satisfy any of these obligations, stockholders may receive no
distributions or amounts substantially less than the Company’s current
estimate.

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 stockholders
compared to the value of the estimated distributions under the plan of
liquidation and dissolution, taking into account all factors that could affect
valuation, including timing and certainty of payment and closing, and proposed
terms and other factors, the plan of liquidation and dissolution could be
abandoned in favor of such a transaction.

The plan of liquidation also provides for an alternative procedure in the
event that the Company’s Board later determines that an assignment for the
benefit of creditors under applicable state law would be preferable to
dissolution. In seeking stockholder approval of the dissolution, the Company
will also seek stockholder approval of the alternative procedure of an
assignment for the benefit of creditors.

Important Additional Information will be filed with the SEC

This press release is for informational purposes only. It is not a
solicitation of a proxy. In connection with the plan of dissolution, the
Company intends to file with the SEC a proxy statement and other relevant
materials. THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PLAN OF DISSOLUTION.
Stockholders 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 web site at http://www.sec.gov. In
addition, the Company will make available or mail a copy of the definitive
proxy statement to stockholders 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 by
directing a written request to: Affymax, Inc., Attn: Secretary, 19200 Stevens
Creek Blvd., Suite 240, Cupertino, CA 95014, or by accessing the
"Investors—SEC Filings" section of the Company's website at www.Affymax.com.
Stockholders are urged to read the proxy statement and the other relevant
materials when they become available before making any voting or investment
decision with respect to the plan of dissolution.

About Affymax

Affymax, Inc. is a biopharmaceutical company based in Cupertino, California.
For additional information, please visit www.affymax.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These statements are based on the current expectations and beliefs of
the Company and are subject to a number of factors and uncertainties that
could cause actual results to differ materially from those described in the
forward-looking statements. Such statements involve risks and uncertainties
that may cause results to differ materially from those set forth in these
statements. Such risks and uncertainties include, but are not limited to, the
following: the ability of the Company to obtain stockholder approval of the
proposed plan of liquidation and dissolution; the Company's ability to
accurately estimate the amounts required to pay all operating expenses, as
well as other known, non-contingent liabilities through the dissolution and
wind-down process; the Company's ability to settle, make reasonable provision
for or otherwise resolve its liabilities and obligations, whether known or
unknown, including the establishment of an adequate contingency reserve; the
precise nature, amount and timing of any distributions to stockholders, if
any; the possibility that any distributions to stockholders could be
diminished or delayed by, among other things, sales of our assets, claim
settlements with creditors, unexpected or greater than expected expenses; the
possibility that distributions to stockholders may take several years to
complete; the possibility that the company's Board of Directors could elect to
abandon or delay implementation of the plan of liquidation and dissolution;
the possibility that the Company's stockholders could be liable to company
creditors in the event the Company fails to create an adequate contingency
reserve to satisfy claims against the Company; and other statements contained
in this press release regarding matters that are not historical facts.
Additional risk factors are more fully discussed in The Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2014, including under the
caption "Risk Factors," and in The Company's other periodic reports filed with
the SEC, all of which are available from the Company or from the SEC's
website. Affymax undertakes no obligation to update any forward-looking
statement in this press release.

Contact:

Affymax, Inc.
Lisa Maxson, +1 650-812-8700
 
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