Woodinville, Washington State
December 5, 2008
Eden Bioscience Corporation (NASDAQ: EDEN) announced today
that its Board of Directors determined, in its best business
judgment after consideration of available strategic options,
that it is in the best interests of the Company and its
shareholders to liquidate the Company's assets and to dissolve
the Company. The Company's Board of Directors approved a plan of
dissolution and liquidation of the Company (the "Plan"), subject
to shareholder approval. The Company intends to hold a special
meeting of shareholders to seek approval of the Plan and will
file related proxy materials with the Securities and Exchange
Commission in the near future.
The Plan contemplates an orderly wind down of the Company's
business and operations. If the Company's shareholders approve
the Plan, the Company intends to file articles of dissolution,
sell or otherwise dispose of its non-cash assets, satisfy or
settle its remaining liabilities and obligations, including
contingent liabilities and claims, and make one or more
distributions to its shareholders of cash available for
distribution, subject to applicable legal requirements.
Following shareholder approval of the Plan and the filing of
articles of dissolution, the Company would delist its common
stock from NASDAQ.
In February 2007, the Company completed the sale of its
proprietary harpin protein technology and substantially all of
the assets related to its worldwide agricultural and
horticultural markets to Plant Health Care, Inc. Since that
sale, the Company's business strategy has been to use any
revenue generated by its home and garden business to support the
Company's continued operations while it explored whether there
may be opportunities to realize potential value from the
Company's remaining business assets, primarily its tax loss
carryforwards. Despite its significant efforts, the Company has
been unable to identify an acceptable transaction that would
enable it to implement this utilization strategy. At the same
time, the Company has continued to incur net losses in its home
and garden business. Given these and other circumstances, the
Company's Board of Directors, after careful evaluation of
strategic alternatives available with respect to the Company's
future operations, concluded that the distribution of the
Company's assets in liquidation was in the best interests of the
Company and its shareholders when compared to other
alternatives.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
This press release is for informational purposes only. It is
neither a solicitation of a proxy, an offer to purchase, nor a
solicitation of an offer to sell shares of Eden Bioscience
Corporation. In connection with the proposed Plan, the Company
intends to file with the Securities and Exchange Commission
("SEC") a proxy statement and other relevant materials. THE
COMPANY'S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND
THE PLAN. Shareholders may obtain a free copy of the proxy
statement and the other relevant materials (when they become
available), and any other documents filed by the Company with
the SEC, at the SEC's web site at http://www.sec.gov. In
addition, the Company will mail a copy of the definitive proxy
statement to shareholders of record on the record date when it
becomes available. A free copy of the proxy statement when it
becomes available and other documents filed with the SEC by the
Company may also be obtained by directing a written request to:
Eden Bioscience Corporation, Attn: Secretary, 14522 NE North
Woodinville Way, Suite 202B, Woodinville, WA 98072, or accessing
the "About Us--Investor Information" section of the Company's
website at http://www.edenbio.com. Shareholders are urged to
read the proxy statement and the other relevant materials when
they become available before making any voting or investment
decision with respect to the proposed Plan.
The Company and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from
the Company's shareholders with respect to the proposed Plan.
Information regarding their direct or indirect interests, by
security holdings or otherwise, in the solicitation will be
included in the proxy statement filed by the Company with the
SEC. |
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