As
previously disclosed in the Company's Current Reports on Form 8-K (filed
on
October 24, 2007 and November 19, 2007), on October 23, 2007, the Company
engaged Gordian Group, LLC ("
Gordian
Group
"),
to
serve as the Company’s investment banker and financial adviser to assist the
Company in evaluating, exploring and, if deemed appropriate, pursuing and
implementing certain strategic and financial options that may be available
to
the Company, including a possible sale, merger, restructuring, recapitalization,
reorganization or other strategic or financial transaction. The Company
expects
later this week to commence implementing a process (the "
Strategic
Process
")
designed to maximize the realizable value of the Company's business and
assets for all Dyadic stockholders, by soliciting indications of interest
from
identified third parties concerning the possible acquisition of the Company
(or
the Company's outstanding stock or assets). The Company's Strategic Process
is
being administered by Gordian Group under the direction of the Executive
Committee of the Board of Directors. No person is authorized to speak for
the Company in connection with the Strategic Process other than Gordian
Group
and other persons authorized by the Executive Committee. In particular,
the Company's former Chief Executive Officer and President, Mark A. Emalfarb,
who was terminated by the Company for cause on September 24, 2007 (as reported
in the Company's Current Report on Form 8-K dated September 24, 2007) but
who
remains a member of the Company's Board of Directors, is not authorized
to
contact third parties or speak on behalf of the Company on any matter relating
to the Strategic Process. In connection with the Strategic Process, the
Company anticipates that by year-end 2007 it will have reached conclusions
on
one or more specific strategic courses of action and will have commenced
taking
steps to implement its conclusions. Notwithstanding this, no conclusion
as to
any specific option or transaction has been reached, nor has any specific
timetable been fixed for accomplishing this effort, and there can be no
assurance that any strategic, financial or other option or transaction
will be
p
resented,
implemented or consummated.
On
November 21, 2007, a fifth complaint was filed in the United States District
Court for the Southern District of Florida (Case No. 07-81105), purporting
to be
a class action lawsuit. The complaint names the Company and Mark A. Emalfarb,
a
director of the Company, as defendants. The lawsuit claims that both or
one of
the defendants, among other things, violated federal securities laws by
issuing
various materially false and misleading statements that had the effect
of
artificially inflating the market price of the Company’s securities and causing
class members to overpay for securities purchased during the period from
April
5, 2006 through April 23, 2007. The complaint seeks, among other things,
unspecified monetary damages and the costs and expenses incurred in prosecuting
the action. The Company intends to vigorously contest and defend the allegations
under the complaint, but no assurance can be given as to the timing, costs
to
defend or the ultimate outcome of this matter. Further, the Company anticipates,
but cannot be certain or assure, that this case will be consolidated with
the
other class actions recently filed in the United States District Court
for the
Southern District of Florida (as previously reported in the Company's recent
Current Reports on Form 8-K), because all of the cases contain similar
allegations and claims and are brought under the federal securities laws.
If the
cases are consolidated, it will result in the selection of a lead plaintiff,
who
will be tasked with litigating the claims against the Company on behalf
of all
putative class members.
On
December 3, 2007, the Company issued a press release regarding the matters
described in this Current Report on Form 8-K. The complete text of the
press
release is attached hereto as Exhibit 99.1.
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