GlobeNewswire Inc | Nov 2, 2020 07:15AM EST

November 02, 2020

Company Determines Unsolicited Offer does not Constitute Superior Proposal

RESEARCH TRIANGLE PARK, N.C, Nov. 02, 2020 (GLOBE NEWSWIRE) -- Liquidia Technologies, Inc. (NASDAQ: LQDA), a late-stage clinical biopharmaceutical company focused on the development and commercialization of novel products using its proprietary PRINTtechnology, today announced it has rescheduled its special meeting of stockholders, which was originally scheduled for October 21, 2020, to be held at 4:30 p.m., Eastern Time, on November 13, 2020. The special meeting will be a virtual meeting conducted solely online via live webcast and can be attended by visiting www.meetingcenter.io/287587626.

As previously announced, on October 16, 2020, the Company received an unsolicited offer to enter into a License Agreement for the Companys LIQ861 product candidate (the Alternative Proposal). The Alternative Proposal was conditioned upon the Company terminating the Agreement and Plan of Merger, dated as of June 29, 2020, by and among the Company, RareGen, LLC, Liquidia Corporation, Gemini Merger Sub I, Inc., Gemini Merger Sub II, LLC, and PBM RG Holdings, LLC (the Merger Agreement). On November 1, 2020, the Companys board of directors (the Board of Directors) has determined that the Alternative Proposal does not constitute a Superior Proposal and the Company subsequently informed the counterparty that it is terminating discussions with respect to such Alternative Proposal.

Accordingly, the Board of Directors has unanimously reaffirmed its recommendations that the Companys stockholders vote FOR each proposal being submitted to a vote of the Companys stockholders at the Special Meeting.

AboutLiquidiaLiquidiais a late-stage clinical biopharmaceutical company focused on the development and commercialization of novel products using its proprietary PRINT technology to transform the lives of patients. PRINT is a particle engineering platform that enables precise production of uniform drug particles designed to improve the safety, efficacy and performance of a wide range of therapies. Currently,Liquidiais focused on the development of two product candidates for which it holds worldwide commercial rights: LIQ861 for the treatment of pulmonary arterial hypertension (PAH) and LIQ865 for the treatment of local post-operative pain.Liquidiais headquartered inResearch Triangle Park, NC. For more information, please visitwww.liquidia.com.

About RareGenRareGen, LLC is a portfolio company ofPBM Capital Group, a healthcare investment firm. RareGen provides strategy, investment, and commercialization for rare disease pharmaceutical products. RareGen has a national sales force focused on cardiology and pulmonology specialties.

Important Information About the Transaction and Where to Find ItIn connection with the proposed merger transaction,the Companyand Liquidia Corporation have filed documents with the SEC, including the filing byLiquidia Corporationof a registration statement on FormS-4, which was declared effective on September 16, 2020, and a final proxy statement/prospectus (including any supplements thereto), andthe Companymailed a proxy statement regarding the proposed merger transaction to its stockholders that also constitutes a prospectus ofthe Company. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document whichthe Company or Liquidia Corporationhave filed with the SEC.Investors and security holders ofthe Companyand RareGen are urged to read the registration statement, the proxy statement/prospectus and any other relevant documents, as well as any amendments or supplements to these documents, carefully and in their entirety because they will contain important information. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with theSECbythe Company through the website maintained by theSECatwww.sec.govor by contacting the investor relations department ofthe Company at the following:

Liquidia Technologies, Inc.Jason AdairInvestor Relations(919) 328-4350Jason.adair@liquidia.com

Participants in the SolicitationThe Company, RareGen and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction and related matters. Information regarding the Companys directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in the Companys Form 10-K for the year endedDecember31, 2019and its proxy statement filed onApril 28, 2020, which are filed with theSEC. Additional information is available in the registration statement on Form S-4 and the proxy statement/prospectus.

No Offer or SolicitationThis communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended.

Cautionary Statements Regarding Forward-Looking StatementsThis press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts, including statements regarding our future results of operations and financial position, our strategic and financial initiatives, our business strategy and plans and our objectives for future operations, are forward-looking statements. Such forward-looking statements, including statements regarding clinical trials, clinical studies and other clinical work (including the funding therefor, anticipated patient enrollment, safety data, study data, trial outcomes, timing or associated costs), regulatory applications and related timelines, including potentialU.S. Food and Drug Administration(FDA) approval of the New Drug Application (NDA) for LIQ861, the timeline or outcome related to our patent litigation pending in theU.S. District Court for the District of Delawareor itsinter partesreview with the Patent Trial and Appeal Board, the issuance of patents by the USPTO and our ability to execute on our strategic or financial initiatives, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. The words anticipate, believe, continue, could, estimate, expect, intend, may, plan, potential, predict, project, should, target, would, and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks discussed in our and Liquidia Corporations filings with theSecurities and Exchange Commission, including the risk that our proposed acquisition ofRareGen, LLCis not consummated or that the expected benefits and synergies from the proposed acquisition are not realized, the impact of the coronavirus (COVID-19) outbreak on our company and our financial condition and results of operations, as well as a number of uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment and our industry has inherent risks. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that these goals will be achieved, and we undertake no duty to update our goals or to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

MediaMichael ParksCorporate Communications484.356.7105michael.parks@liquidia.com

Investors:Jason AdairVice President, Corporate Development and Strategy919.328.4400jason.adair@liquidia.com