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Published on 12/31/2009 in the Prospect News Convertibles Daily.

Celldex assumes obligations of CuraGen's 4% convertibles after merger

By Jennifer Chiou

New York, Dec. 31 - CuraGen Corp., Celldex Therapeutics, Inc. and trustee Bank of New York Mellon entered into a second supplemental indenture under which Celldex assumed all obligations under CuraGen's 4% convertible subordinated notes due February 2011, according to an 8-K filing with the Securities and Exchange Commission.

Also, the supplemental indenture changes some definitions and section references to give effect to the modifications resulting due to the completed merger between the companies.

Cottrell Merger Sub, Inc., a subsidiary of Celldex, merged with and into CuraGen. As a result, CuraGen became a wholly owned subsidiary of Celldex, and shares of CuraGen common stock, which traded under the symbol "CRGN," ceased trading on Nasdaq.

On Oct. 2, CuraGen entered into a supplemental indenture with Celldex providing that the notes will be convertible into the kind and amount of shares of stock and other securities or property or assets, including cash, which the holders would have been entitled to receive had the notes been converted into CuraGen common stock immediately prior to the company's merger.

Also, under the supplemental indenture, adjustments to the conversion rate of the 4% notes will be made in the same manner as the original indenture, according to a prior 8-K.

Under the merger agreement, each outstanding share of CuraGen common stock was converted into the right to receive 0.2729 of a share of Celldex common stock.

Celldex will issue 16,629,981 shares of its common stock in exchange for outstanding CuraGen shares in connection with the merger.

CuraGen is a Branford, Conn.-based biopharmaceutical company developing approaches for the treatment of cancer.


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