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 £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."
Targeted Genetics Corporation