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EXHIBIT 99.1
PROXY CORTECH, INC. PROXY
6850 N. BROADWAY, SUITE G, DENVER, COLORADO 80221
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CORTECH, INC.
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON ___________, 1998
The undersigned stockholder of Cortech, Inc. ("Cortech"), a Delaware
corporation, hereby acknowledges receipt of the Notice of Special Meeting of
Stockholders and Joint Proxy Statement/Prospectus of Cortech and BioStar, Inc.,
each dated ____________ ___, 1998, and hereby appoints Kenneth R. Lynn proxy
and attorney-in-fact, with full power of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the Special Meeting of
Stockholders of Cortech, to be held on _______________, 1998, at __:__ _.m. at
________________________________, and at any adjournments thereof, and to vote
all shares of Common Stock that the undersigned would be entitled to vote if
then and there personally present, on the matters set forth on the reverse side
hereof.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF
SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE
THEREWITH.
THE BOARD OF DIRECTORS AND MANAGEMENT OF CORTECH RECOMMEND A VOTE FOR
PROPOSALS 1 AND 2.
PROPOSAL 1: To (i) adopt and approve the Agreement and Plan of Merger and
Reorganization, dated as of December 22, 1997, among Cortech,
BioStar, Inc. (?BioStar?), a Delaware corporation, and Cortech
Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Cortech (?Merger Sub?), and (ii) approve the
merger of Merger Sub with and into BioStar pursuant to which
BioStar will become a wholly-owned subsidiary of Cortech and
the issuance of shares of Cortech Common Stock to the BioStar
stockholders.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 2: To adopt and approve an Amendment to the Certificate of
Incorporation of Cortech which provides for (a) a change in
the corporate name of Cortech to "BioStar Holdings, Inc." and
(b) a one-for-____ reverse stock split of shares of Cortech
Common Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Continued and to be signed on the other side)
1.
2
(Continued from other side.)
Dated , 1998
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Signature(s)
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Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or
more persons, each should sign.
Executors, administrators, trustees,
guardians and attorneys-in-fact
should add their titles. If signer
is a corporation, please give full
corporate name and have a duly
authorized officer sign, stating
title. If signer is a partnership,
please sign in partnership name by
authorized person.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.