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DNAPrint Genomics Inc. (DNAP) Agrees To Acquire Majority Ownership In German Pharmaceutical Company Biofrontera Pharmaceuticals GmbH; Secures $35 Million Equity Commitment From Dutchess Private Equities Fund, L.P.


10/19/2005 5:11:23 PM

SARASOTA, Fla., Sept. 28 /PRNewswire-FirstCall/ -- DNAPrint(TM) genomics, Inc. (BULLETIN BOARD: DNAP) today announced that it has agreed to acquire a 51.77% stake in German pharmaceutical company Biofrontera AG. DNAPrint simultaneously announced that it has received a commitment from Dutchess Private Equities Fund, L.P. to purchase up to $35 million in DNAPrint common stock over the next two years.

DNAPrint has agreed to invest 20 million euro (approximately $25.00 million) over 24 months in Biofrontera Series B preferred shares (68% of B shares) representing a 51.77% equity interest. Biofrontera will use the proceeds of the investment to advance its clinical and preclinical drug pipeline. DNAPrint is only obligated to close the transaction and to begin paying the purchase price for the Biofrontera shares after it begins making sales of common stock under its arrangement with Dutchess.

DNAPrint will participate in a clinical pipeline of novel drugs, as well as an extensive pre-clinical compound portfolio and a broad technology base. This strategic investment will form the basis of future joint ventures between the two companies, expanding DNAPrint's presence in Europe and giving Biofrontera a presence in North America. DNAPrint and Biofrontera have signed a joint venture framework agreement designed to integrate the companies' technologies in a mutually beneficial way.

The acquisition will transform DNAPrint from a population genomics company into a genomics based pharmaceutical company devoted to the development of 21st century "Theranostics" products. "Theranostics" blend genomics-based tests with drugs as products to target segments of the patient population for enhanced efficacy and reduced side effects. Management expects the use of genome-based testing to facilitate the drug development process and accelerate selected drugs through the clinical trial process. Both DNAPrint and Biofrontera believe that Theranostics will form the foundation for post- genome, 21st century medical care.

Biofrontera's lead product candidate, BF-Derm1, is currently in phase II clinical trials for the treatment of severe, antihistamine-refractory chronic Urticaria or chronic itching and scratching. The first interim report of a European adaptive phase II clinical trial recently indicated that the compound exhibited a 40% improvement above placebo in clinical symptoms. Biofrontera has also advanced a novel prophylactic migraine treatment to pre-clinical development, and has a series of other compounds at the pre-clinical stage. Professor Doctor Hermann Luebbert, CEO of Biofrontera AG, will join the DNAPrint board of directors.

DNAPrint also has entered into an Investment Agreement with Dutchess Private Equities Fund. Dutchess will purchase common stock from DNAPrint, at times and in amounts selected by DNAPrint, up to a total investment of $35 million over the next two years. The purchase price at which Dutchess will purchase DNAPrint's stock is based on the trading price of the stock, and the funding will begin after DNAPrint registers the common stock that it will issue in the transaction. DNAPrint anticipates that the transaction will provide it with equity to build the business of the two companies. The commitment was arranged by Athena Capital Partners.

"We are extremely excited about the alliance between DNAPrint(TM) and Biofrontera, and we believe we have established a reliable and trustworthy source of capital for development of both companies," said Richard Gabriel, CEO and President of DNAPrint. "Our goal for this financing, once it is completed through the registration process, is to build shareholder value beyond the inherent investment value that Biofrontera brings to the relationship. The investment brings Biofrontera's value to over $51 million, and we fully expect that value to increase for our shareholders if Biofrontera strikes its milestones. We hope to increase our revenues by combining the distinct businesses of the two companies and by offering services that address many of the problems in drug discovery and development. By paying for the Biofrontera shares over time we have a unique opportunity to achieve our mutual goals and objectives."

Professor Doctor Hermann Luebbert, CEO and founder of Biofrontera, commented: "This investment is a significant milestone for us that provides us with substantial resources we need to move our products ahead in clinical development, and to establish the key clinical milestones which will form the basis of the future value of Biofrontera. We are excited by the recent progress in developing our lead product BF-Derm1 for the treatment of severe chronic Urticaria, and the proceeds of this investment should enable us to bring this promising product to the market sooner. Including DNAPrint's technology in our clinical studies for the selection of patients will reduce the cost of our studies and should allow more rapid development. We consider the ability to predict the individual patient's response to our drugs an extremely valuable addition to our effort in serving the patients' needs. Capital from this investment will also fund the development of Biofrontera's other clinical and preclinical projects and will us to move towards our goal of enhanced shareholder value."

Athena Capital Partners, Inc. in Tampa, Florida was the private merchant bank that brought Dutchess and DNAPrint together. "The chance to invest in a first rate European pharmaceutical company like Biofrontera and to share technologies and business operations makes this relationship one we had to forge. Dutchess was the obvious choice because it allows management to obtain the funding on its own timetable, dictated by the company's needs," said Kevin Cimino, Managing Director and Principal at Athena.

"Biofrontera brings what DNAPrint has always wanted but few companies of its size and status have ever been able to obtain -- a viable drug discovery and development pipeline. I believe the value of population genomics lies in the sale of highly targeted drug/test combinations. The new DNAPrint/Biofrontera represents to me an example of the paradigm that most 21st century drug development firms should adhere to -- using population genomics to develop and obtain approval for 'smart' drugs targeting specific patient subpopulations with highly predictable efficacy and minimal side effects," said Tony Frudakis, DNAPrint's Founder and CSO. "As a scientist, I am delighted at the prospect of working with Biofrontera scientists. I believe this is the deal all DNAPrint shareholders have been waiting for - and we hope that it will put DNAPrint on the map."

Timo Hercegfi, partner at Biofrontera's last lead-investor Heidelberg Innovation commented: "We are very pleased to welcome DNAPrint as a new investor on board. This agreement is mutually beneficial to both Biofrontera and DNAPrint and a great endorsement of Biofrontera's development potential. It secures not only the funding needed to create further substantial value from Biofrontera's clinical projects but also gives us great access to DNAPrint management's highly relevant network in the US biotech and pharmaceutical industry."

About Biofrontera

Biofrontera is aiming to become a specialty pharma business with a profound internal research capacity to extend its drug pipeline. The company is located in Leverkusen and Heidelberg, Germany. Biofrontera's existing major investor group participated in this financing round as well, including Heidelberg Innovation, 3i Group, TechnoMedia Kapitalbeteiligungsgesellschaft Köln mbH, and Prof. Dr. Riesner, founder of Quiagen AG. Since its first financing round in 1998 Biofrontera has raised approximately 38 million euro in venture capital and strategic investments.

About DNAPrint genomics, Inc.

DNAPrint genomics Inc. was founded in 2000 by Dr. Tony Frukakis. Two products currently marketed by DNAPrint(TM), DNAWitness(TM) and the ANCESTRYbyDNA(TM), are a direct result of focused research by the DNAPrint(TM) research and development team. DNAPrint uses proprietary human genome research methods, to develop pharma-predictive tests for matching patients with drugs based on their genetic constitution, and to discover disease genes for the development of new drugs. DNAPrint will continue to develop new forensic genomics and consumer genomics testing products. The Company is traded on the Nasdaq OTC Bulletin Board under the ticker symbol: DNAP. For more information about the company, please visit http://www.dnaprint.com/.

All statements in this press release that are not historical and are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act as amended. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including, but not limited to, uncertainties relating to technologies, product development, manufacturing, market acceptance, cost and pricing of DNAPrint(TM)'s products, dependence on collaborations and partners, regulatory approvals, competition, intellectual property of others, and patent protection and litigation. DNAPrint(TM) genomics, Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in DNAPrint(TM)'s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based.

Media and Press Contacts Richard Gabriel DNAPrint(TM) genomics, Inc. CEO/President (941) 366-3400

DNAPrint genomics, Inc.

CONTACT: Richard Gabriel, CEO and President, DNAPrint(TM) genomics,Inc., +1-941-366-3400


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