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Aerovate Therapeutics Declares Special Cash Dividend in Connection with the Proposed Merger with Jade Biosciences
Aggregate cash dividend of $69.6 million, or an estimated $2.40 per share WALTHAM, Mass., April 9, 2025 /PRNewswire/ -- Aerovate Therapeutics, Inc. (Nasdaq:
About this update from Jade Biosciences, Inc.
[{"type":"text","content":"Aggregate cash dividend of $69.6 million, or an estimated $2.40 per share\nWALTHAM, Mass., April 9, 2025 /PRNewswire/ -- Aerovate Therapeutics, Inc. (Nasdaq: AVTE) (\"Aerovate\") today announced that its Board of Directors has declared a special cash dividend (the \"Cash Dividend\") in connection with the previously announced merger (the \"Merger\") with Jade Biosciences, Inc. (\"Jade\") pursuant to the Agreement and Plan of Merger, dated October 30, 2024 (the \"Merger Agreement\"). The Cash Dividend will be an aggregate of $69.6 million, or an estimated $2.40 per share, payable in cash to the stockholders of record as of April 25, 2025. The estimated per share dividend is based on 28,985,019 shares of Aerovate's common stock outstanding as of April 9, 2025. The payment date in respect of the Cash Dividend is scheduled for April 29, 2025.\nAerovate does not have, and does not expect to have, current or accumulated earnings and profits as described in Section 312 of the Internal Revenue Code of 1986, as amended. Accordingly, the Cash Dividend is expected to be characterized as a return of capital and reported as a non-dividend distribution.\nPayment of the Cash Dividend is conditioned upon the closing of the Merger. Closing is expected to occur on or about April 28, 2025 assuming that the transaction is approved by Aerovate's stockholders and the satisfaction or waiver of all conditions under the Merger Agreement. Aerovate's stockholders will consider and vote upon approval of the Merger at the special meeting of Aerovate stockholders scheduled for 9:00 a.m. ET on April 16, 2025.\nIf you need assistance in voting your shares or have questions regarding the special meeting of Aerovate's stockholders, please contact Aerovate's proxy solicitor, Innisfree M&A Incorporated at (877) 750-8310 (toll-free) or (212) 750-5833. \nAbout Aerovate Therapeutics, Inc.\nAerovate Therapeutics is a biotechnology company that was focused on improving the lives of patients with rare cardiopulmonary disease. For more information, please visit www.aerovatetx.com.\nAbout Jade Biosciences\nJade Biosciences is focused on developing best-in-class therapies to address critical unmet needs in autoimmune diseases. Its lead asset, JADE-001, targets the cytokine anti-A PRoliferation-Inducing Ligand (APRIL) for immunoglobulin A (IgA) nephropathy, with Investigati...