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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Cortech, Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
$100.00
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(2) Form, Schedule or Registration Statement No.:
Form S-4 333-46445
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(3) Filing Party:
Cortech, Inc.
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(4) Date Filed:
February 17, 1998
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[CORTECH LOGO]
FEBRUARY 27, 1998
DEAR STOCKHOLDER:
On December 22, 1997, Cortech, Inc. and BioStar, Inc. entered into an
agreement to merge BioStar with a wholly owned subsidiary of Cortech. The
transaction is subject to certain conditions, including approval by Cortech's
stockholders. Recently, you may have received correspondence from Asset Value
Fund Limited Partnership commenting unfavorably on Cortech's combination with
BioStar. The purpose of this letter, which is from the Cortech Board of
Directors, is to provide you with a brief explanation of the Board's position in
unanimously approving the combination with BioStar.
Over the past several years, Cortech has implemented dramatic staff
reductions in response to a series of disappointing test results and Cortech's
related loss of collaborative partner support. By late 1997, Cortech had fewer
than 15 full-time employees (from a high of over 200 in 1994) and had
effectively discontinued all internal efforts to advance research and
development activities. In view of Cortech's circumstances, continuing as a
stand-alone entity is not a viable strategy. As a result, Cortech essentially
faces two alternatives: (i) to engage in one or more strategic transactions in
an effort to realize appropriate value from Cortech's assets; or (ii) to
liquidate Cortech's assets and distribute the net proceeds to stockholders.
The Cortech Board and management spent most of 1997 evaluating the merits
of potential strategic transactions. In electing to pursue the BioStar
transaction, the Cortech Board made certain determinations, including the
following:
(1) A better transaction for Cortech's stockholders likely would not become
available within the reasonably foreseeable future (if ever);
(2) The BioStar transaction represents a superior opportunity for Cortech's
stockholders as compared with a liquidation;
(3) The combination of Cortech's cash resources and status as a public
company with BioStar's products, platform technology and organization
would offer Cortech's stockholders an opportunity to realize
appropriate value from their investment in Cortech;
(4) The BioStar transaction would enhance the opportunity for Cortech's
stockholders to realize any benefits related to Cortech's existing
technology; and
(5) BioStar possesses a variety of assets and resources that would bring
value to a combined entity, including a capable management team with
the demonstrated ability to lead the development and commercialization
of health care-related products, a business plan for the continued
development and commercialization of products and current product
revenues which would at least partially offset continuing research and
development expenses.
In connection with its consideration of the BioStar transaction, the
Cortech Board obtained the opinion of Cowen & Company, Cortech's financial
advisor in connection with its exploration of strategic alternatives, that as of
December 22, 1997 (the date of the agreement with BioStar) and subject to the
assumptions and limitations set forth therein, the financial terms of the
transaction were fair, from a financial point of view, to Cortech.
Attached please find a preliminary joint proxy statement/prospectus which
contains detailed information regarding BioStar, Cortech and the proposed
combination as well as the full text of the Cowen & Company opinion (which is
included as an appendix to the preliminary joint proxy statement/prospectus). As
you will note, certain information is in draft form or incomplete, including
information regarding a proposed reverse stock split. On February 17, 1998,
Cortech filed a registration statement with the Securities and Exchange
Commission which included the attached document. A definitive joint proxy
statement/prospectus, as well as a form of proxy, will be mailed to stockholders
as soon as the registration statement becomes effective with the SEC
(anticipated to be late March or early April).
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Notwithstanding the prior correspondence of Asset Value Fund Limited
Partnership, or any further communication from this entity, please defer your
decision regarding the BioStar transaction until you have had the opportunity to
review the definitive proxy statement/prospectus. At such time as the Cortech
Board is able to distribute the definitive proxy statement/prospectus and a form
of proxy, the Cortech Board intends unanimously to recommend that you vote to
support the BioStar transaction.
Sincerely,
THE CORTECH BOARD OF DIRECTORS:
/s/ Kenneth Lynn
Kenneth Lynn, Chairman
/s/ Charles Cohen, Ph.D.
Charles Cohen, Ph.D.
/s/ Bert Fingerhut
Bert Fingerhut
/s/ Donald Kennedy, Ph.D.
Donald Kennedy, Ph.D.
/s/ Allen Misher, Ph.D.
Allen Misher, Ph.D.
