Dear Fellow Cerulean Stockholder:
Cerulean suffered a significant setback in
1. Cerulean sold its two clinical stage product candidates to
NewLink Genetics Corporation.
2. Cerulean will sell its platform technology to Novartis if the transaction is approved by Cerulean stockholders.
3. Cerulean will combine with Daré if the transaction is approved by Cerulean stockholders.
If the Daré Transaction is approved, the two companies will combine, and Cerulean stockholders will hold between 30% and 49% of the combined company's equity at closing, depending on how much cash each of Cerulean and Daré has at closing. If the Novartis Transaction is also approved, Cerulean estimates it will have sufficient cash to maximize the ownership percentage of Cerulean stockholders at 49%. Following the proposed transaction, Cerulean would be renamed "Daré Bioscience, Inc." and would focus on the clinical development of Ovaprene®, a non-hormonal monthly contraceptive ring, which, if approved, would represent a new category of birth control.
The Board believes the Novartis Transaction and the Daré Transaction are in the best interests of Cerulean and its stockholders. The Board unanimously approved both transactions, and its members have signed agreements to vote in favor of the transactions.
This is a very important vote and we are asking all of our
stockholders to vote in favor of this opportunity as soon as possible.
You can vote online, by telephone, by mailing in the enclosed proxy
or in person at the stockholders meeting on
If you have any questions regarding the vote or the enclosed information, please contact our proxy solicitor, Morrow Sodali at 1-800-662-5200.
President and Chief Executive Officer
How to Vote
If you are a stockholder of record at the close of business on
You may transmit your proxy voting instructions via the
For stockholders who still need assistance voting their shares, or have
questions regarding the special meeting, please contact Cerulean's proxy
Cerulean is a company previously focused on applying the Dynamic Tumor Targeting™ Platform to create nanoparticle-drug conjugates (NDCs) designed to selectively attack tumor cells, reduce toxicity by sparing the body's normal cells, and enable therapeutic combinations.
For more information on the company, please visit www.ceruleanrx.com.
About Daré Bioscience
Daré Bioscience is a healthcare company committed to the development and
commercialization of innovative products in women's reproductive health.
Daré believes there is an unmet need in
For more information on Daré, please visit www.darebioscience.com
Cautionary Note on Forward Looking Statements
This press release contains "forward-looking statements" regarding
matters that are not historical facts, including statements relating to
the expected timing and consummation of the transaction between Cerulean
and Novartis and between Cerulean, Daré, and the stockholders of Daré,
approval of the Novartis transaction and the Daré transaction by
Cerulean's stockholders, the ability of the parties to satisfy other
closing conditions of the proposed transaction, Daré's expectations
regarding the timing and availability of results from its clinical
trials, the timing of commencement of manufacturing its products, and
the safety and effectiveness of its products. Because such statements
are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as "anticipate," "believe," "continue," "could,"
"estimate," "expect," "hypothesize," "intend," "may," "plan,"
"potential," "predict," "project," "should," "target," "would," and
similar expressions, constitute forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from those indicated by such
forward-looking statements as a result of various important factors,
including: whether Cerulean's cash resources will be sufficient to fund
the operations of Daré it will undertake following the closing; the
uncertainties inherent in the initiation and completion of clinical
trials; availability and timing of data from ongoing and future clinical
trials and the results of such trials; whether preliminary results from
a clinical trial will be predictive of the final results of that trial
or whether results of early clinical trials will be indicative of the
results of later clinical trials; whether the company will maintain its
NASDAQ listing; expectations for regulatory approvals; and other factors
discussed in the "Risk Factors" section of Cerulean's Quarterly Report
on Form 10-Q filed with the
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