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GALE

Galena

$0.56

-0.0018 (-0.32%)

06:07
08/08/17
08/08
06:07
08/08/17
06:07

Galena enters merger agreement with SELLAS Life Sciences Group

Galena Biopharma, Inc. (NASDAQ:GALE) and SELLAS Life Sciences Group Ltd, a privately-held, oncology-focused, clinical stage biopharmaceutical company, today jointly announced they have entered into an all stock definitive merger agreement under which SELLAS will merge into and become an indirect, wholly-owned subsidiary of Galena. The combined company will be renamed SELLAS Life Science Group, Inc. The merger will result in a combined company focused on the development of novel treatments for cancer. On January 31, 2017, Galena announced the initiation of a process to explore a range of strategic alternatives focused on maximizing shareholder value. After a thorough review of available alternatives, and extensive diligence and negotiation with SELLAS, Galena's board of directors unanimously approved to enter into a definitive merger agreement with SELLAS. Under the terms of the merger agreement, existing SELLAS shareholders will receive newly issued shares of Galena common stock. On a pro forma basis, assuming completion of the proposed merger, Galena stock and warrant holders are expected to own approximately 32.5%, and SELLAS shareholders will own approximately 67.5% of the combined company. The transaction has also been unanimously approved by the SELLAS board of directors and a majority of SELLAS shareholders have agreed to vote in favor of the transaction. The proposed merger is expected to close in the fourth quarter of 2017, subject to the approval of Galena stockholders and other customary closing conditions. Angelos M. Stergiou, MD, SCD h.c., Chief Executive Officer of SELLAS will become the Chief Executive Officer of the combined company. Upon completion of the merger, Galena's board of directors will resign, and a new board of directors will be constituted consisting of seven members that will include five representatives appointed by SELLAS, two of whom will be independent directors, and two representatives designated by Galena subject to SELLAS' approval. SELLAS' management team will manage the combined company. Upon closing of the transaction, the name of the combined company will become SELLAS Life Sciences Group, Inc. and shares of the combined are expected to continue trading on the NASDAQ Capital Market under a new ticker symbol, SLS.

GALE Galena
$0.56

-0.0018 (-0.32%)

02/06/17
02/06/17
DOWNGRADE
Target $4

Market Perform
Galena downgraded to Market Perform from Outperform at FBR Capital
FBR Capital analyst Vernon Bernardino downgraded Galena Biopharma to Market Perform saying the CEO change "marks a pause" in the story. The analyst sees near-term uncertainty and cut his price target for the shares to $4 from $11.
02/02/17
02/02/17
DOWNGRADE

On The Fly: Top five analyst downgrades
Catch up on today's top five analyst downgrades with this list compiled by The Fly: 1. Facebook (FB) downgraded to Hold from Buy at Pivotal Research with analyst Brian Wieser saying that while the company reported "another very good quarter" last night, spending in 2017 will weigh on the valuation. Facebook's guidance on expense growth and capital expenditures for 2017 was higher than expected, Wieser tells investors in a post-earnings research note. He cut his price target for the shares to $135 from $147. 2. CVS Health (CVS) downgraded to Neutral from Outperform at Baird with analyst Eric Coldwell saying he would recommend selling the shares but for the strong cash flow and potential outsized benefits it might see under corporate tax reform scenarios. Although the fundamentals are not good, Coldwell said the company's exposure to direct and indirect remuneration fees is what concerns him most. 3. Shutterfly (SFLY) downgraded to Hold from Buy at Needham and to Neutral from Outperform at Baird. 4. Nordstrom (JWN) and Urban Outfitters (URBN) were downgraded to Sell from Neutral at Goldman, while VF Corp. (VFC) was downgraded to Neutral from Buy. 5. Galena (GALE) downgraded to Hold from Buy at Maxim with analyst Jason Kolbert citing the uncertainty he sees for its path forward following the resignation of CEO Mark Schwartz. This list is just a portion of The Fly's full analyst coverage. To see The Fly's full Street Research coverage, click here.
02/02/17
MAXM
02/02/17
DOWNGRADE
MAXM
Hold
Galena downgraded to Hold after CEO resignation at Maxim
Maxim analyst Jason Kolbert downgraded Galena to Hold from Buy given the uncertainty he sees for its path forward following the resignation of CEO Mark Schwartz. While he believes that NeuVax and GALE-401 have potential in breast cancer and essential thrombocythemia, respectively, the uncertainty about the company's future and no visibility on timing around resolution lead him to the downgrade, he tells investors.
12/30/16
MAXM
12/30/16
NO CHANGE
Target $4
MAXM
Buy
Galena regulatory path confirmation a significant positive, says Maxim
Maxim analyst Jason McCarthy said having a confirmed regulatory path from the FDA for GALE-401 for the treatment essential thrombocythemia is a significant positive for Galena. Noting that more study details are expected in early 2017, McCarthy keeps a Buy rating and $4 price target on Galena shares.

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