Intellipharmaceutics and Vasogen Inc. Complete Arrangement to Create Publicly-traded Specialty Pharmaceutical Company
22 Outubro 2009 - 10:47AM
PR Newswire (US)
Close Cdn$7.5 Million Non-Diluted Financing with Cervus LP TORONTO,
Oct. 22 /PRNewswire-FirstCall/ -- Intellipharmaceutics
International Inc. (NASDAQ:IPCI; TSX:I), is pleased to announce the
completion of its previously announced plan of arrangement with
Vasogen Inc. effective today. The shareholders of
IntelliPharmaCeutics Ltd. and Vasogen Inc. approved this
transaction at their respective shareholder meetings on October 19,
2009, and all court and regulatory approvals required to effect the
arrangement have been received. The arrangement resulted in
Intellipharmaceutics Ltd. and Intellipharmaceutics Corp. combining
with 7231971 Canada Inc., a new Vasogen company, that acquired
substantially all of the assets of Vasogen, including the proceeds
from its non-dilutive financing transaction with Cervus LP as
described further below. The completion of the arrangement results
in a new publicly-traded company, Intellipharmaceutics
International Inc. ("IPC") Separately, Vasogen completed its
arrangement with Cervus LP, an Alberta based limited partnership,
that reorganized Vasogen Inc. (now renamed Cervus Equipment
Corporation) prior to completion of the IPC transaction and which
provided gross proceeds of approximately Cdn$7.5 million in
non-dilutive capital to IPC. "We are very pleased to have completed
this transaction and appreciate the confidence and support of the
shareholders of both IntelliPharmaCeutics Ltd. and Vasogen as
evidenced by their votes," stated Dr. Isa Odidi, Chairman and CEO
of IPC. "With a diversified portfolio of potential products at
varying development stages, we anticipate that shareholders of both
organizations should benefit from the value-creating opportunities
resulting from the transaction. The resources of the combined
companies will allow us to focus on and accelerate the near-term
commercialization of our lead product candidates,
Dexmethylphenidate XR and Carvedilol CR, as well as a number of
other important compounds in our product pipeline, including an
early-stage innovation directed to long-acting, abuse- resistant
narcotics." As a result of these transactions, former shareholders
of Intellipharmaceutics Ltd. own approximately 86% of the
outstanding common shares of IPC and former shareholders of Vasogen
own approximately 14% of the outstanding common shares of IPC. Each
former Vasogen shareholder will receive 0.065963061 common shares
of IPC, and each former Intellipharmaceutics Ltd. shareholder will
receive 0.552788117 common shares of IPC, for each share they
exchange in the transaction. Following completion of the
arrangement, IPC now has 10,907,060 common shares outstanding.
Beginning today, the shares of IPC are listed on the Toronto Stock
Exchange under the symbol "I" and are listed for quotation on the
NASDAQ under the symbol "IPCI". In order to receive certificates
for IPC shares, registered shareholders who formerly held Vasogen
shares or Intellipharmaceutics Ltd. shares must submit a letter of
transmittal along with their share certificate(s) to CIBC Mellon
Trust Company, the transfer agent and registrar for IPC. JMP
Securities LLC acted as Vasogen's financial advisors for the
transaction with Intellipharmaceutics and PricewaterhouseCoopers
Corporate Finance Inc. acted as Vasogen's financial advisor for the
transaction with Cervus LP. IPC Overview IPC is a drug delivery
innovator, whose predecessor in name was founded in 1998, which
develops both new and generic controlled-release pharmaceutical
products. IPC operates from a state-of-the-art R&D and approved
cGMP Solid Oral Dosage Form manufacturing facility in Toronto.
Using its proprietary technologies, IPC's strategy involves the
development of products for partners and the development and
manufacture of its own proprietary products. Currently, IPC has 15
products in its pipeline at varying stages of development and
regulatory review. Several of these product candidates have been
partnered under drug development arrangements with third parties
which have or provide for milestone and success fees, support for
internal development costs, coverage of clinical trial costs,
coverage of patent litigation costs, and royalties or profit
sharing on product sales. IPC applies its proprietary delivery
platform technology and expertise in pharmaceutics, drug delivery,
and drug manufacture with the goal of minimizing the risk, time,
and manufacturing cost of bringing the finished product to market.
Safe Harbor Statement Certain statements in this document
constitute "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995
and/or "forward-looking information" under the Securities Act
(Ontario). These statements include, without limitation, statements
regarding the status of development, or expenditures relating to
our business, plans to fund our current activities, statements
concerning our partnering activities, health regulatory
submissions, strategy, future operations, future financial
position, future revenues and projected costs. In some cases, you
can identify forward-looking statements by terminology such as
"may", "will", "should", "expects", "plans", "anticipates",
"believes", "estimated", "predicts", "potential", "continue",
"intends", "could", or the negative of such terms or other
comparable terminology. We made a number of assumptions in the
preparation of these forward-looking statements. You should not
place undue reliance on our forward-looking statements, which are
subject to a multitude of risks and uncertainties that could cause
actual results, future circumstances or events to differ materially
from those projected in or implied by the forward-looking
statements. These risks include, but are not limited to, securing
and maintaining corporate alliances, the need for additional
capital and the effect of capital market conditions and other
factors, including the current status of our programs, on capital
availability, the potential dilutive effects of any financing and
other risks detailed from time to time in our public disclosure
documents or other filings with the securities commissions or other
securities regulatory bodies in Canada and the U.S. Additional
risks and uncertainties relating to IPC and our business can be
found in the "Risk Factors" section of our joint management
information circular dated September 16, 2009, as well as in our
other public filings. The forward-looking statements are made as of
the date hereof, and we disclaim any intention and have no
obligation or responsibility, except as required by law, to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. DATASOURCE:
IntelliPharmaCeutics International Inc. CONTACT:
Intellipharmaceutics International Inc., 30 Worcester Road,
Toronto, ON, Canada, M9W 5X2, Contact: John Allport,
Vice-President, Legal Affairs and Licensing, tel: (416) 798-3001,
fax: (416) 798-3007, http://www.intellipharmaceutics.com/.
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