PALO ALTO, CA--(Marketwire - February 18, 2009) -
Human BioSystems ("HBS") (OTCBB:
HBSC), a
Silicon Valley based bio-tech company specializing in the development of
unique organ, tissue and cellular preservation platforms, has signed a
non-binding letter of intent which contemplates a proposed reverse merger
with San West, Inc.
Under the terms of the non-binding LOI, San West, Inc. would acquire 85% of
the outstanding common stock of Human BioSystems, pursuant to the
contemplated merger exchange agreement. Following the closing of the
anticipated merger, San West would emerge as the surviving company with a
name and symbol change to follow.
In addition, HBS shareholders would retain approximately 15% of the new
company's outstanding shares upon completion of the anticipated merger. The
merger is subject to a number of conditions, including the signing of a
definitive merger agreement by March 1, 2009, the completion of financing
arrangements between the two parties, and positive final due diligence
results reported on behalf of both parties.
Commenting on the potential merger, San West CEO Frank Drechsler stated:
"After significantly growing our business over the past few years, I
strongly believe that the next logical step in our corporate development is
having our stock quoted for sale in a public market. The greater access to
capital and overall visibility afforded by operating as a publicly traded
organization should play an instrumental role in our ability to expand both
through acquisition and the organic growth of our existing off-road
business.
Mr. Drechsler concluded, "My due diligence to date reveals strong evidence
that a potential reverse merger with Human BioSystems represents a
solid opportunity to take the San West business model to the next level. I
look forward to updating the public on our progress with regard to pursuing
this agreement in the very near future."
HBS CEO Harry Masuda added, "Our efforts to raise the necessary capital to
complete our planned platelet studies using human subjects has been very
difficult at best. A potential business partner for our organ preservation
technology fell through, leaving us with few options but to seek a merger
partner or to attempt to sell the company." Mr. Masuda concluded: "I
believe that a merger with San West
USA Inc. is the best option for our company given the current financial
situation of HBS and the general negative economic climate for raising
capital for a development stage company such as ours. If a definitive
merger agreement is signed, the ongoing products will be that of San West
and the current business of Human BioSystems will be suspended and other
options will be considered for its business."
About San West, Inc.
San West Inc. finds its niche in the off-road arena improving designs of
buggy manufactures and, selling these products and services as well as
repairing of these off-road buggies and additionally providing after market
performance products and accessories for buggies. Our products are sold
both at our
Buggy World is the exclusive authorized sales; service and parts
distributor for the San Diego County with a factory trained staff that can
answer all product and service questions. Buggy World currently has two
retail locations in San Diego County California as well as a growing
Internet presence. For further information about Buggy World and its
products please visit www.buggyworld.net and
http://stores.ebay.com/BuggyWorld-8770.
Information about San West, Inc. you may visit www.sanwestinc.com.
Forward-Looking Statements
Certain statements contained herein are "forward-looking" statements (as
such term is defined in the Private Securities Litigation Reform Act of
1995). Because such statements include risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Factors could cause results to differ
materially from those expressed or implied by such forward-looking
statements include, but are not limited to, results from ongoing research
and development as well as clinical studies, failure to obtain regulatory
approval for the Company's products, if required, failure to develop a
product based on the Company's technology, failure of any such products to
compete effectively with existing products, the ability of the Company to
fund marketing and sales efforts that may be required to effectively sell
its products .and other factors discussed in filings made by the Company
with the Securities and Exchange Commission.
