Procyon Biopharma Inc., a biotechnology company developing innovative therapeutics in the fields of cancer and HIV/AIDS, and Cellpep S.A., a French private biotechnology company developing therapeutics in oncology and infectious diseases, announced today that they have entered into a definitive acquisition agreement under which Procyon has offered to acquire all of the outstanding securities of Cellpep in exchange for a number of common shares equal to $39.1 million in value to be issued to the Cellpep shareholders. A $18.1 million concurrent private placement of special warrants and units has also been completed today. As of the date of this announcement, more than 95% of all Cellpep shareholders have accepted Procyon's offer. The acquisition and concurrent private placement have been approved by the Board of directors of both companies and remain subject to the approval of Procyon shareholders. The special warrants will entitle holders to receive common shares and warrants to purchase common shares of Procyon upon completion of the Cellpep acquisition. Procyon also announced that it has made a secured loan of $1.9 million to fund the operations of Opep Pharma Inc., the Canadian manufacturing subsidiary of Cellpep S.A. This will allow the newly formed entity to substantially increase its future gross margin in the manufacturing area. Following the completion of the transaction, Procyon intends to change its name to Ambrilia Biopharma Inc.