TORONTO, March 21 /CNW/ - NeuroMedix Inc. ("NeuroMedix") (TSXV: NMX) today announced that is has agreed to support a tender offer made by Transition Therapeutics Inc. ("Transition") to acquire all of the outstanding shares of NeuroMedix.
"This deal with Transition represents good value for our shareholders", said Dr. Mark L. Pearson, Chief Executive Officer of NeuroMedix. "It allows our shareholders to benefit from both the future advancement of Minozac into the clinic, and also to participate in Transition's development pipeline of drug candidates. Transition's proven Alzheimer's drug development capabilities can now be applied to Minozac as well as AZD-103 to ultimately benefit patients and their families."
"Our Board gave management the mandate to explore licensing or acquisition transactions that would provide the financial resources to further advance the clinical development of Minozac, as well as maximize value to our shareholders", said Mr. Santo Costa, Chairman of NeuroMedix. "We feel that this deal is successful on both fronts."
Terms and Conditions
The acquisition will be conducted by means of a tender offer ("Offer") for all the outstanding shares of NeuroMedix. Consideration to be paid by Transition for NeuroMedix will be in the form of Transition common shares and the Offer represents a deemed purchase price of approximately $11.1 million. Under the Offer, NeuroMedix common shareholders can receive one common share of Transition for every 5.1429 NeuroMedix common shares tendered. The Offer is subject to a minimum acceptance by the holders of at least 66 2/3 % of all the shares of NeuroMedix.
The Board of Directors of NeuroMedix unanimously recommends that NeuroMedix shareholders tender their shares to the Offer. NeuroMedix's directors, officers and certain large shareholders who collectively own or control 59% of the NeuroMedix shares have signed lock-up agreements in which they agree to tender their shares to the Offer. Documents relating to the Offer are expected to be available to shareholders of NeuroMedix as soon as reasonably practicable and, in any event, not later than April 15, 2007.
NeuroMedix is a biotechnology company focused on the development of therapeutic agents for the treatment of degenerative and inflammatory diseases of the central nervous system, such as Alzheimer's disease, traumatic brain injury, neuropathic pain, age-related macular degeneration and multiple sclerosis. Our therapeutic drug candidates are based on research from a team of leading experts in the field of neuroinflammation at Northwestern University and have been demonstrated to reduce brain inflammation, to protect neuronal cells, and to prevent the loss of cognitive function in an Alzheimer's disease animal model in mice. Our lead candidate, Minozac has also been shown to reduce inflammation and prevent loss of cognitive function in mice suffering traumatic brain injury. Based on these findings, NeuroMedix is pursuing the development of its lead compound for Alzheimer's disease and traumatic brain injury in humans. NeuroMedix's shares are listed on the TSX Venture Exchange under the symbol "NMX".
For further information on NeuroMedix visit www.neuromedixinc.com
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Except for historical information, this press release may contain forward-looking statements, which reflect the Company's current expectation regarding future events. These forward-looking statements involve risks and uncertainties, which may include but are not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time to time in the Company's ongoing quarterly and annual reporting.