Law Offices of Howard G. Smith announces that it is investigating potential claims against the board of directors of VaxGen, Inc. ("VaxGen" or the "Company") (OTCBB: VXGN) for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to sell the Company to Oxigene Inc. ("Oxigene") (Nasdaq: OXGN). Under the terms of the transaction, VaxGen shareholders will receive 0.4719 Oxigene shares for every VaxGen share they own which, based on the $1.42 per share closing price of Oxigene stock on October 14, 2009, the day prior to the announcement, is valued at approximately $0.67. In addition, Oxigene is to place approximately 8.5 million common shares in escrow to be released to VaxGen shareholders contingent upon the occurrence of certain events over the two-year period following the closing.
The investigation concerns whether the VaxGen Board of Directors breached their fiduciary duties to VaxGen shareholders by agreeing to this deal given the following factors: (1) that the Company has no debt on its books; (2) that the book value of VaxGen is approximately $0.99 a share; (3) that a $2.00 price target has been set for VaxGen by at least one analyst; and (4) and that the Board agreed to a non-solicitation provision and a termination fee up to $1,425,000 such that there will be little likelihood that a superior offer will materialize.
If you own shares of VaxGen, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Howard G. Smith, Esquire, of Law Offices of Howard G. Smith, 3070 Bristol Pike, Suite 112, Bensalem, Pennsylvania 19020 by telephone at (215) 638-4847, Toll Free at (888) 638-4847, or visit www.howardsmithlaw.com. You may also email my firm at howardsmith@howardsmithlaw.com.
Contacts:
Law Offices of Howard G. Smith
Howard G. Smith, Esquire
215-638-4847
888-638-4847
howardsmith@howardsmithlaw.com
www.howardsmithlaw.com
