Digirad Corporation’ Agreement with Aviragen Therapeutics, Inc. Following Announcement of Improved Terms of Merger with Vaxart


Olshan client Digirad Corporation who, together with East Hill Management Company, LLC and certain affiliates, constitute the “Concerned Aviragen Shareholders Group” or “CAS Group”, has entered into an agreement with Aviragen Therapeutics, Inc. (“Aviragen”) and Vaxart, Inc. (“Vaxart”) in connection with the proposed merger (the “Merger”) between Aviragen and Vaxart.

The CAS Group had commenced a solicitation in opposition to the proposed Merger. Aviragen adjourned for several days the originally scheduled special meeting to vote on the Merger, and then announced significantly improved terms for the Merger. Under the improved Merger terms, the ownership stake of Aviragen stockholders in the combined company increased by 22.5%. Under the CAS Group-Aviragen agreement entered into after the announcement of the improved terms, the CAS Group agreed, among other things, to vote for the Merger at the special meeting and to withdraw its slate of director nominees in connection with Aviragen’s upcoming annual meeting.

The CAS Group agreed to certain customary standstill provisions for a period of one year following the date of the agreement and Aviragen agreed to reimburse the CAS Group’s expenses up to $200,000. The Merger was subsequently approved at a special meeting of stockholders on February 13, 2018.

Digirad Corporation develops, manufactures, and distributes solid-state medical imaging products. The company, led by Matthew G Molchan, Jeffry R Keyes and Virgil J Lott, in 2016 recorded $125 Million revenues.

Olshan advised Digirad Corporation with a team including Adam Finerman (Picture) and Timothy Knox.

Involved fees earner: Adam Finerman – Olshan Frome Wolosky LLP; Timothy Knox – Olshan Frome Wolosky LLP;

Law Firms: Olshan Frome Wolosky LLP;

Clients: Digirad Corporation;

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Author: Ambrogio Visconti