INTREXON CORPORATION (NYSE:XON) Files An 8-K Other Events
Item8.01.
| Other Events. |
On January24, 2017, Intrexon Corporation (Intrexon) issued
a press release announcing that it had entered into an Agreement
and Plan of Merger (the Merger Agreement), by and among
Intrexon, Intrexon GV Holding, Inc., a wholly owned subsidiary of
Intrexon, and GenVec, Inc. (the GenVec). A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated
into this Item8.01 by reference. The information contained
herein, including the attached press release, is furnished to
Item8.01 of Form 8-K and shall not be deemed filed for purposes
of Section18 of the Securities Exchange Act of 1934, as amended,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except as may be expressly set
forth by specific reference in such filing.
Safe Harbor Statement
This Current Report on Form 8-K, including Exhibit 99.1, contains
forward-looking statements within the meaning of Section21E of
the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, known as the PSLRA.
These statements, as they relate to Intrexon or GenVec, the
management of either such company, the proposed transaction
between Intrexon and GenVec, or the future development of gene
delivery technology and gene therapies as a result of the
transaction, involve risks and uncertainties that may cause
results to differ materially from those set forth in the
statements. These statements are based on current plans,
estimates and projections, and therefore, you are cautioned not
to place undue reliance on them. No forward-looking statement can
be guaranteed, and actual results may differ materially from
those projected. Intrexon and GenVec undertake no obligation to
publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise, except to
the extent required by law. Forward-looking statements are not
historical facts, but rather are based on current expectations,
estimates, assumptions and projections about the business and
future financial results of the biotechnology industry, and other
legal, regulatory and economic developments. We use words such as
anticipates, believes, plans, expects, projects, future, intends,
may, will, should, could, estimates, predicts, potential,
continue, guidance, and similar expressions to identify these
forward-looking statements that are intended to be covered by the
safe harbor provisions of the PSLRA. Actual results could differ
materially from the results contemplated by these forward-looking
statements due to a number of factors, including, but not limited
to, those described in the documents Intrexon and GenVec have
filed with the U.S. Securities and Exchange Commission (the
SEC), risks related to the development of gene delivery
technology and gene therapies, as well as the possibility that
(1)Intrexon and GenVec may be unable to obtain stockholder or
regulatory approvals required for the proposed transaction or may
be required to accept conditions that could reduce the
anticipated benefits of the merger as a condition to obtaining
regulatory approvals; (2)the length of time necessary to
consummate the proposed transaction may be longer than
anticipated; (3)problems may arise in successfully integrating
the business and technologies of Intrexon and GenVec; (4)the
proposed transaction may involve unexpected costs; (5)the
businesses may suffer as a result of uncertainty surrounding the
proposed transaction, including difficulties in maintaining
relationships with third parties or retaining key employees;
(6)the parties may be unable to meet expectations regarding the
timing, completion and accounting and tax treatments of the
transaction; or (7)the industry may be subject to future risks
that are described in the Risk Factors section of the Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed from time to time with the SEC by Intrexon and
GenVec. Neither Intrexon nor GenVec gives any assurance that
either Intrexon or GenVec will achieve its expectations.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the businesses of Intrexon and GenVec
described in the Risk Factors section of their respective Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed by either of them from time to time with the SEC.
All forward-looking statements included in this document are
based upon information available to Intrexon and GenVec on the
date hereof, and neither Intrexon nor GenVec assumes any
obligation to update or revise any such forward-looking
statements.
Additional Information and Where to Find It
This Current Report on Form 8-K, including Exhibit 99.1, relates
to a proposed transaction between GenVec and Intrexon, which will
become the subject of a registration statement and joint proxy
statement/prospectus forming a part thereof to be filed with the
SEC by Intrexon. This document is not a substitute for the
registration statement and joint proxy statement/prospectus that
Intrexon will file with the SEC or any other documents that
GenVec or Intrexon may file with the SEC or send to stockholders
in connection with the proposed transaction. Before making
any voting decision, investors and security holders are urged to
read the registration statement, joint proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC in connection with the proposed transaction as they
become available because they will contain important information
about the proposed transaction and related matters.
Investors and security holders will be able to obtain free copies
of the registration statement, joint proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC by GenVec or Intrexon through the website maintained by
the SEC at www.sec.gov.
In addition, investors and security holders will be able to
obtain free copies of the joint proxy statement/prospectus, once
it is filed, from GenVec by accessing GenVecs website at
ir.genvec.com/all-sec-filings or upon written request to
ir@genvec.com.
Participants in Solicitation
Intrexon, GenVec and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from GenVecs stockholders in connection with the proposed
transaction. Information regarding GenVecs directors and
executive officers is contained in the proxy statement for
GenVecs 2016 Annual Meeting of Stockholders, which was filed with
the SEC on September12, 2016. You can obtain a free copy of this
document at the SECs website at www.sec.gov or by accessing
GenVecs website at ir.genvec.com/all-sec-filings. Information
regarding Intrexons executive officers and directors is contained
in the proxy statement for Intrexons 2016 Annual Meeting of
Stockholders filed with the SEC on April29, 2016. You can obtain
a free copy of this document at the SECs website at www.sec.gov
or by accessing Intrexons website at www.dna.com. Additional
information regarding the interests of those persons and other
persons who may be deemed participants in the proposed
transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. You may obtain free copies of this document as
described in the preceding paragraph.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description |
|
| 99.1 |
Press Release, dated January 24, 2017, issued by Intrexon Corporation and GenVec, Inc. |
About INTREXON CORPORATION (NYSE:XON)
Intrexon Corporation (Intrexon) forms collaborations to create biologically based products and processes using synthetic biology. The Company designs, builds and regulates gene programs, which are deoxyribonucleic acid (DNA) sequences that consist of genetic components. The Company’s synthetic biology capabilities include the ability to control the amount, location and modification of biological molecules to control the function and output of living cells and optimize for desired results at an industrial scale. Its technologies combine the principles of precision engineering, statistical modeling, automation and production at an industrial scale. The Company’s technologies include UltraVector gene design and fabrication platform, and its associated library of modular DNA components; Cell Systems Informatics; RheoSwitch inducible gene switch; AttSite Recombinases; Protein Engineering; Laser-Enabled Analysis and Processing, or LEAP, and ActoBiotics platform. INTREXON CORPORATION (NYSE:XON) Recent Trading Information
INTREXON CORPORATION (NYSE:XON) closed its last trading session down -0.29 at 21.36 with 2,150,832 shares trading hands.