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Novogen Limited (NVGN) Announces Merger Agreement With Kai Medical and Distribution of MEI Pharma (MEIP) (Formerly known as Marshall Edwards, Inc.) (MSHL) Shares


7/27/2012 10:34:13 AM

SYDNEY, July 27, 2012 /PRNewswire/ -- Novogen today announced that it has entered into a merger agreement with Kai Medical, a United States based company, incorporated in Delaware, whose business is focused on sleep apnea therapy devices and wireless respiration monitoring technology. The agreement is subject to a number of conditions including completion of due diligence and shareholder approval.

"We are very pleased to be able to enter into a relationship with Kai Medical that provides Novogen shareholders with an opportunity to participate in the growth and success of Kai Medical's revolutionary sleep apnea therapy device," said William D. Rueckert, Chairman of the Board for Novogen. He continued, "The sleep apnea market, Worldwide is a rapidly growing market with tremendous opportunities for companies like Kai that have a product with a distinct performance advantages. There is a clear unmet need for patients with this condition for a convenient and effective therapy."

Bob Nakata, CEO of Kai Medical added, "Kai Medical has recently received its CE Mark for Kai Apnea, which is the key regulatory approval needed for sales in most of the world. Kai Apnea is more comfortable to use and will likely have higher compliance than most other sleep apnea devices. I believe that this will lead to strong growth in the coming years and am pleased that we can share this progress with Novogen shareholders through this transaction."

In addition to the merger agreement with Kai, Novogen today announced that in advance of the merger with Kai Medical and subject to shareholder approval, it will undertake a capital reduction and in specie distribution to the Novogen shareholders of the shares of MEI Pharma that it owns.

Mr. Rueckert stated, "It has been our intention for the past few years to put Novogen's largest and most important asset directly in the hands of our shareholders. This distribution will allow each of our shareholders to own their proportionate share of the MEI Pharma (Nasdaq: MEIP, formerly known as Marshall Edwards Inc) shares now held by Novogen, and also allow them to continue to hold their Novogen shares after the merger with Kai Medical."

The glucan technology assets which Novogen currently holds will not be acquired by Kai Medical in the merger and Novogen plans to complete the sale of those assets to TR Therapeutics, Inc., a privately held, US corporation, in the next few days.

Novogen expects to provide shareholders with full details of the merger proposal and in specie distribution within the next three weeks. The shareholders meeting is expected to be held in mid September.

Novogen Limited will be renamed to Kai Medical Holdings Limited when the merger becomes effective.

About Novogen Limited

Novogen Limited is an Australian biotechnology company based in Sydney, Australia. Novogen conducts research and development on oncology therapeutics through its subsidiary, MEI Pharma, Inc. More information on the Novogen group of companies can be found at www.novogen.com.

About Kai Medical, Inc.

Kai Medical develops and markets medical devices for sleep apnea therapy and devices to measure and monitor respiration wirelessly, with no contact, and from a distance. Kai Medical is based in Honolulu, Hawaii USA. More information on Kai Medical can be found at www.kaimedical.com.

SOURCE Novogen


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