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.