10/19/2005 5:11:27 PM
Adherex Technologies Inc. (TSX:AHX), a biopharmaceutical company with a broad portfolio of oncology products under development, and Cadherin Biomedical Inc. (CBI) today announced that they have signed a letter of intent for Adherex to reacquire all of the issued and outstanding shares of CBI through a share exchange between the companies. The agreement, which has been approved by both the Adherex and CBI Boards of Directors, serves as a settlement of the outstanding litigation between the parties. Closing of the transaction is subject to CBI shareholder approval.
Under the terms of the agreement, Adherex has agreed to issue to CBI shareholders approximately 3.2 million shares of Adherex common stock, representing a value of CAD$1.5 million, based on a 20-day weighted average trading price for such shares. This agreement replaces the previously announced CAD$1 million asset purchase plus royalty agreement announced on December 10, 2003. It also settles a claim submitted in February 2004 by Adherex for CAD $124,000 on account of goods and services rendered to CBI, and a CAD$5 million counterclaim, filed by CBI and announced on July 9, 2004, seeking damages in relation to the license agreement between the companies.
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