SEATTLE & LONDON, Nov 12, 2010 (BUSINESS WIRE) -- Targeted Genetics Corporation, (PINKSHEETS:TGEN.PK), today announced that it has entered into definitive agreements related to the acquisition of Biocontrol Limited, or Biocontrol.
Under terms of the proposed business combination, Targeted Genetics will issue shares of its common stock to the shareholders of Biocontrol such that after completion of the transaction Biocontrol will be a wholly-owned indirect subsidiary of Targeted Genetics, and Biocontrol's former shareholders will own approximately 50% of the resulting outstanding equity securities of Targeted Genetics.
Upon completion, the combined company will develop the Biocontrol science and programs and capitalize on Targeted Genetics' AAV assets. The combined company expects that quotations for Targeted Genetics' shares will continue to be available on the Pink Sheets.
The Offer is subject to acceptance by the Biocontrol shareholders and other conditions precedent, including but not limited to Biocontrol raising GBP 200,000 in working capital from its shareholders and other sources prior to completion. Completion is expected to take place following satisfaction of the conditions precedent on or before December 3, 2010. Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM) is serving as financial advisor to Biocontrol.
Board and Management Upon completion, the Board of the combined company is expected to consist of: Jeremy Curnock-Cook, the current Chairman of Targeted Genetics will continue as Chairman; Caroline Williams, the current Executive Chairman of Biocontrol, will become non-executive Deputy Chairman; Ed Cappabianca the current CEO of Biocontrol will become CEO; and Dr. Michael S. Perry, has agreed to continue as non-executive director.
In addition to Mr. Cappabianca, management of the combined company will also include: Dr. David Harper, the CSO and founder of Biocontrol, will be taking on the role of CSO; David Poston will continue as CFO; and Susan Robinson will continue as President and CEO of Targeted Genetics until completion of the transaction and then will serve in an advisory capacity.
Additional members of the Board will be considered in due course to reflect the focus of the combined company, and Targeted Genetics anticipates making a separate announcement regarding the composition of the Scientific Advisory Board.
Ed Cappabianca, CEO of Biocontrol, said: "We are pleased to announce the planned combination of Biocontrol and Targeted Genetics. We believe that this is a great opportunity for both companies. Biocontrol will gain access to Targeted Genetics' expertise in cystic fibrosis and future revenues from the Targeted Genetics technology. Targeted Genetics will have an opportunity to increase its critical mass and broaden the range of technology platforms within the enlarged group. In the longer term, our ambition for the enlarged group is to develop novel therapies that may supplement and support existing antibiotic approaches to address the large and growing problem of treating highly antibiotic resistant bacterial infections." Jeremy Curnock Cook, Chairman of Targeted Genetics, added: "As reported in Targeted Genetics' 2009 full year results that were made available in a press release dated June 1, 2010, Targeted Genetics' Board of Directors has continued to evaluate the options for the future strategic direction of Targeted Genetics to maximize the value of the business and its technology. We believe the joining of forces with Biocontrol is the best route for Targeted Genetics and its shareholders, providing the opportunity to benefit from Biocontrol's leadership in the bacteriophage field and be part of the future growth of a combined company in a much needed area of medicine." This press release is neither an offer to sell nor a solicitation of an offer to buy any securities of Targeted Genetics or Biocontrol.
-Ends- Notes to Editors About Targeted Genetics Corporation Targeted Genetics Corporation is a biotechnology company committed to the development and commercialization of innovative therapies for the prevention and treatment of diseases with significant unmet medical need. To learn more about Targeted Genetics, visit Targeted Genetics' website at http://www.targetedgenetics.com.
About Biocontrol Ltd Biocontrol is a clinical development stage biotechnology company that is focused on the anti-infective space. Its primary focus is the development of bacteriophages to treat Gram Negative bacterial infections, such as Pseudomonas aeruginosa, which is the leading cause of death among people with Cystic Fibrosis. Biocontrol is seeking to develop a range of therapeutic products for the treatment of very highly resistant bacterial infections. For more information, the website is: http://www.Biocontrol-ltd.com.
Antibiotic-resistant bacterial infections are a large and growing problem in the global healthcare market costing in excess of $20 billion per annum. The use and overuse of antibiotics has promoted the development of both Gram positive and Gram negative bacterial strains that compromise patient health and can complicate the treatment of other conditions, particularly among hospitalized patients. The increased costs of developing new antibiotics combined with the speed with which resistance develops demands that new and innovative therapeutic approaches be developed.
Bacteriophages are naturally-occuring viruses that are highly specific in killing bacteria, and when selected appropriately, are extremely safe and effective as they do not infect eukaryotic cells or beneficial ("good") bacteria. In addition, the self-replicating nature of a virus means that the dosage levels may initially be very low, and scale up in the presence of infection until the infection is cleared either by the bacteriophage or in concert with the body's own immune defenses.
Biocontrol is, to date, the only company in the world to have completed a Phase 2 clinical trial demonstrating the efficacy of bacteriophages in the treatment of serious bacterial infections: specifically, the treatment of Pseudomonas aeruginosa in chronic adult inflammation or infection of the ear (otitis).
Biocontrol is developing products to treat other Pseudomonas infections, including lung infections among cystic fibrosis patients, where Pseudomonas aeruginosa is the leading cause of death among that patient population.
Biocontrol is also exploring other potential applications for its bacteriophage technology.
This announcement is for informational purposes only and not an offer, or a solicitation of an offer, to issue, sell, exchange or buy any shares or other securities in any jurisdiction. The exchange offer contemplated by the agreement between Targeted Genetics and Biocontrol has not commenced and will be made only pursuant to an Offer Document and related materials and only to such persons and in such jurisdictions as is permitted under applicable law. These documents will contain important information about the exchange offer and holders of shares of Biocontrol are urged to read them carefully when they become available.
This press release contains certain forward-looking statements concerning Targeted Genetics, or the Company. These forward-looking statements involve significant risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, readers are cautioned that the Company can provide no assurances that such expectations will prove correct and that actual results and developments may differ materially from those conveyed in such forward-looking statements. Factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements in this press release include, but are not limited to, the ability of Biocontrol to obtain sufficient acceptance of the Company's offer, the risk that a condition to closing of the combination may not be satisfied; the risk of litigation related to the merger, the Company's or Biocontrol's inability to resolve litigation related to the merger, that the combination will not be consummated within a reasonable period of time (or at all), the risk that the combined company's current financial resources and future financial resources (if any) will be insufficient to enable it to fund continuing operations, the risk that the combined company will not receive anticipated future revenue streams, the risk that the combined company will run out of cash earlier than expected, the risk that the combined company will not receive milestone or other payments from the Company's product development partners and collaborators or that the Company's and its collaborators' product development efforts will be unsuccessful. In addition, the Company has deregistered its common stock and is no longer subject to certain periodic financial reporting obligations with the Securities and Exchange Commission. Accordingly, the financial data available to the public in respect to the Company are dated, the Company is under no current obligation to update such data, and such data cannot be relied upon to accurately reflect the Company's current or future financial condition or results of operations.
SOURCE: Biocontrol CONTACT: IR/PR enquiries on behalf of Targeted Genetics Corporation and Biocontrol Ltd. College Hill Life Sciences Europe: Melanie Toyne Sewell /Gemma Howe Tel: +44 20 7457 2020 Email: Biocontrol_TGEN@collegehill.com or US: Rebecca Skye Dietrich Tel: +1 857 241 0795 Email: Biocontrol_TGEN@collegehill.com Copyright Business Wire 2010 -0- KEYWORD: United Kingdom
Washington INDUSTRY KEYWORD: Health
Infectious Diseases SUBJECT CODE: Merger/Acquisition