| AutoImmune, Inc. Announces Board Approval of Plan of Complete Liquidation and Dissolution |
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| Thursday, 11 March 2010 16:53 | |||
AutoImmune Inc. (OTC Bulletin Board: AIMM) today announced that its Board of Directors has determined, after consideration of potential strategic alternatives, that it is in the best interests of the Company and its stockholders to liquidate the Company's assets and to dissolve the Company.
In connection with the liquidation, the Company intends to distribute to its stockholders all available cash, except such cash as is required for paying or making reasonable provision for the liabilities and other obligations of the Company. Plan of Complete Liquidation and Dissolution The Board of Directors has unanimously voted to approve the dissolution and liquidation of the Company, subject to stockholder approval. The Company intends to call a special meeting of the stockholders to seek approval of a Plan of Complete Liquidation and Dissolution. If the plan of liquidation is approved, the Company also intends to close its stock transfer books and to discontinue recording transfers of its stock. "After evaluating the Company's strategic options, the Board of Directors reached the conclusion that it is in the best interest of stockholders to liquidate and dissolve the Company," stated Robert C . Bishop, Ph.D., Chairman and Chief Executive Officer of the Company. "In connection with the Company's plans to liquidate, we have begun the orderly wind down of the Company's operations, including seeking purchasers for the Company's intellectual property and other tangible and intangible assets and providing for the Company's outstanding and potential liabilities." The Company is currently unable to estimate with certainty the amount of proceeds, if any, it will realize upon the sale of its intellectual property and other assets or the amount of cash that will be needed to satisfy the Company's liabilities. If the Company's stockholders approve the plan of liquidation, the Company will file a Certificate of Dissolution promptly after the stockholders' vote, and stockholders will then be entitled to share in the liquidation proceeds based upon their proportionate ownership at that time. Termination of Registration of Common Stock The Company also announced that it has filed a Form 15 with the Securities and Exchange Commission to terminate the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934. It is expected that the termination of registration of the Company's common stock will become effective on June 6, 2010. Once the termination becomes effective, AutoImmune and its stockholders will no longer be subject to the provisions of the Securities Exchange Act of 1934 applicable to registered companies. SEC regulations require AutoImmune to continue to file with the SEC periodic reports with respect to periods ending on or before December 31, 2009, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. AutoImmune plans to seek no-action relief from the SEC with respect to this requirement. Once it is no longer required to file periodic reports with the SEC, AutoImmune's common stock will cease to be eligible to trade on the OTC Bulletin Board. The Company's shares may be eligible for quotation on the Pink Sheets electronic over-the-counter markets pending the liquidation. "After careful consideration of various factors, including the Company's plans to liquidate, the Board of Directors determined that the advantages of registration are outweighed by the costs and administrative burdens of continued SEC reporting," stated Dr. Bishop. "The Company expects to realize significant cost savings from reductions in legal, accounting and other expenses and burdens associated with the Company's SEC reporting." About AutoImmune Inc. AutoImmune is a biopharmaceutical company involved in the development of treatments for autoimmune and cell-mediated inflammatory diseases and conditions. SOURCE AutoImmune Inc
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