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Nanobac Pharmaceuticals, Inc. and Eureka Genomics Agree to Terms for Merger


3/17/2009 7:52:58 AM

TAMPA, FL and HERCULES, CA--(MARKET WIRE)--Mar 17, 2009 -- Nanobac Pharmaceuticals Inc. (Other OTC:NNBP.PK - News) (Nanobac) and privately held Eureka Genomics (EG) announced the signing of a Memorandum of Understanding, which delineates the terms and conditions under which Nanobac proposes to merge with Eureka in a stock and cash transaction.

The proposed merger would involve, among other things, a reverse stock split of shares in Nanobac Pharmaceuticals. When the merger is consummated, the Nanobac Pharmaceuticals name will be changed to Eureka Genomics, Inc. Subject to regulatory approvals and customary closing conditions, this transaction is currently expected to close during the second quarter of 2009.

Under the terms of the agreement, Nanobac will issue new shares of its common stock to EG stockholders who are expected to own 85 percent of the combined company on a fully diluted basis. This ratio is subject to potential adjustments as described in the Memorandum of Understanding agreement. Further, Nanobac has provided initial funding to EG and the transaction contemplates the infusion of significant capital so as to allow EG to achieve its business plan.

"We are excited about the opportunity to merge with a company that is redefining functional genomics and bioinformatics, and is well positioned to play an important role in the development of the next generation of diagnostic tests, medicines, and cleantech," said Dr. Benedict Maniscalco, Nanobac Pharmaceuticals Co-Chairman of the Board. "We believe that this merger is the right move for Nanobac and could lead to a significant increase in shareholder value."

"This merger is an important step in our R&D and business development efforts, and we, too, are confident that it will help us build significant shareholder value," said Eureka Genomics Chief Financial Officer and Chief Operating Officer Didier Perez. "Indeed, this merger will help us accelerate our efforts to advance and partner our next-generation functional genomics platform technology and bioinformatic analyses, which we have demonstrated can rapidly glean valuable and robust insights into the complex biological systems that we believe will transform the development of highly valuable, cost-effective diagnostics, therapeutics, vaccines, and cleantech products."

About Eureka Genomics

Eureka leverages a proprietary genomics platform technology to develop next-generation functional genomic insights into complex biological systems, which has the potential to help inform and accelerate the development of high-value, cost-effective diagnostics, therapeutics, vaccines, and cleantech products.

Eureka Genomics' core technology was developed at the University of Houston Bioinformatics Laboratory under the direction of Professor Yuri Romanov, a leading expert in the field of functional genomics and complex biological systems. Key backing for the development of the firm's proprietary technology came from the U.S. National Institutes of Health, the U.S. Department of Homeland Security Science and Technology Directorate, the Texas Learning and Computational Center, and the W. M. Keck Foundation.

The power of these novel algorithms and robust data structures, which provide the backbone of Eureka's bioinformatics analyses, have been validated in proof-of-concept studies with some of the world's leading biopharma firms, the U.S. government, and a number of leading U.S. academic institutions.

Safe Harbor

Investors are cautioned that certain statements in this document, some statements in periodic press releases and some oral statements of Nanobac Pharmaceuticals, Inc. officials are "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-Looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "believes," "anticipates," "intends," "plans," "expects," and similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future Nanobac Pharmaceuticals, Inc. actions, which may be provided by management, are also forward-looking statements as defined by the Act. Forward-Looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Although management believes that the assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this report. These statements are not guarantees of future performance and Nanobac Pharmaceuticals, Inc. has no specific intention to update these statements. Contact:

Nanobac Pharmaceuticals Contact: Alex H. Edwards, III Director 813-637-2233 http://www.nanobac.com

Eureka Genomics Contact: Didier Perez CFO & COO 415-269-0666 Email Contact http://www.eurekagenomics.com

Read at BioSpace.com

   

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