SYDNEY, Australia & SAN DIEGO & HONOLULU--(BUSINESS WIRE)--May 10, 2006--Avantogen Limited (Avantogen)(ASX:ACU - News), and Hawaii Biotech, Inc. (Hawaii Biotech), a privately held company, closed today on the Definitive Agreement executed and announced on March 14, 2006, combining their respective vaccine businesses. The Company will continue to be known as Hawaii Biotech, Inc., and is 50% owned each by Hawaii Biotech's current shareholders and Avantogen Limited. Both Avantogen and Hawaii Biotech's shareholders gave approval for the transaction.
The combined business will incorporate both Avantogen's and Hawaii Biotech's complementary technologies, and will maintain the existing corporate headquarters and vaccine development laboratories in Oahu, Hawaii, as well as an office in California.
Under terms of the agreement, Avantogen contributed US $3.5 million in cash, its vaccine adjuvant program (currently in Phase I human trials) and Pentrys vaccine program (currently in Phase II human trials), and its senior management team, while Hawaii Biotech contributed its vaccine research and development team, its pre-clinical vaccine programs and facilities, its vaccine grant funding, and US $1 million in cash. Under certain circumstances applicable to both Avantogen and Hawaii Biotech, equity ownership of the newly combined company can be adjusted to 60%-40% in either direction.
Following a meeting of the new Hawaii Biotech, Inc. Board of Directors, Leonard Firestone, M.D., an experienced biotech executive, was named CEO of Hawaii Biotech, Inc., while Carolyn Weeks-Levy, current VP of Research, Development, and Regulatory Affairs and leader of Hawaii Biotech's vaccine programs, was named its Chief Scientific Officer. David G. Watumull, Hawaii Biotech's former CEO, has become CEO of Cardax Pharmaceuticals, Inc., an anti-inflammatory small molecule development business in Honolulu, which was spun out of Hawaii Biotech and is wholly owned by the pre-combination Hawaii Biotech shareholders.
Hawaii Biotech's Board members are: Avantogen Chairman Richard Opara (Chairman), Nicholas Mitsakos, Hawaii Biotech's former Chairman; Leonard Firestone, M.D., CEO; Joseph Boystak, former Managing Director with Jefferies & Co and now with Chopin Capital Partners; and Richard Foster, who will continue to serve as Director.
The CEO, Dr. Firestone, commented: "This business combination was driven by scientific, fiscal, and corporate synergies, and has created a truly world-class vaccine development company. Hawaii Biotech's scientific team has capabilities with recombinant technology that can uniquely and genuinely address the spectre of pandemic viral disease. The Company's exceptional manufacturing platform will allow us to lead the marketplace, by rapidly delivering the quality and quantity of vaccine product needed for viral pandemics such as Influenza. These same manufacturing methods will also support the development of our valuable West Nile and Dengue Fever vaccine products, both of which we expect to enter the clinic in 2007."
About Hawaii Biotech's Vaccine Business
Hawaii Biotech's vaccine development platform is based on production of proprietary antigens (proteins) that, when appropriately adjuvanted, provoke immune responses equivalent to, or better than, traditional live or inactivated viral vaccines -- with a significantly improved safety profile. During the past 3 years, Hawaii Biotech received funding commitments of over US $30 million from the U.S. National Institutes of Health and other governmental agencies, to develop vaccines to prevent human infection by the West Nile virus, Dengue Fever virus, pandemic and annual Influenza viruses, and other serious incurable diseases including hepatitis C, malaria, Tick-borne and Japanese encephalitis, Ebola, and Eastern equine encephalitis.
About Avantogen's GPI Adjuvant
Avantogen's GPI-0100 product, a triterpene saponin, is currently under license to Pfizer Animal Health, Inc., Endocyte, Inc., University of Alabama, and Memorial-Sloan Kettering Cancer Center, to boost immune responses to their respective vaccine-based products under development.
About Avantogen, Ltd.
Avantogen (formerly Australian Cancer Technology) is an international biotechnology company developing a broad oncology-related product portfolio. Avantogen has acquired the North American marketing rights for RP101, a promising pancreatic cancer drug currently in Phase II clinical studies through a subsidiary company, Resistys Inc, a joint venture with Bioaccelerate of New York. Avantogen's Pentrys® anti-cancer vaccine is being evaluated in prostate cancer patients in Phase IIb clinical studies and the company is advancing several immune enhancing adjuvants in three Phase I cancer trials. The immune enhancing adjuvants were developed by Galenica, a privately held U.S. vaccine developer. Avantogen acquired Galenica in July 2004. The company also markets Revisys®, a branded line of medical nutritionals designed for people with special needs, including those undergoing cancer treatments. Avantogen is traded on the Australian Stock Exchange (ASX) under the symbol ACU. The company has established a Level 1 ADR stock program in the U.S. trading under the symbol AUCJY and is listed on the Xetra exchange, the electronic trading system of the Frankfurt Stock Exchange, trading under the symbol CBS. For further information, visit www.Avantogen.com.
About Pandemic Influenza and "Bird Flu"
The Centers of Disease Control (CDC) defines an influenza pandemic as a global outbreak that occurs when a new, virulent influenza A virus "emerges" in the human population, and spreads easily from person to person worldwide. Local outbreaks of "bird flu" may be a source of a new flu virus. Pandemics are different from seasonal outbreaks or "epidemics" of influenza. Seasonal outbreaks are caused by subtypes of influenza viruses that already circulate among people, whereas pandemic outbreaks are caused by new subtypes that "emerge," or by subtypes that haven't circulated among people for a long time, or ever. Past influenza pandemics have led to high levels of illness, death, social disruption, and economic loss. The severity of the next pandemic cannot be predicted, but models suggest that in the absence of any control measures (e.g., vaccination), a "medium-level" pandemic in the U.S. could cause 89 - 207,000 deaths, 314 - 734,000 hospitalizations, 18 - 42 million outpatient visits, and another 20 - 47 million people being sick. Between 15% and 35% of the U.S. population could be affected by an influenza pandemic, and the economic impact could range between $71.3 and $166.5 billion.
Statements contained in this press release that are not historical information are forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Such potential risks and uncertainties relate, but are not limited to, the results of clinical trials, product demand and market acceptance, the impact of competitive products and pricing, effectiveness and pace of current and future product development, and regulatory approval. More detailed information on these and additional factors that could affect Avantogen's business, prospects and operating and financial results are described in Avantogen's annual reports filed or to be filed with the Australian Stock Exchange. Avantogen urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the company faces. For further information visit www.avantogen.com. The historical results achieved by the company are not necessarily indicative of its future prospects. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Hawaii Biotech, Inc.
Leonard Firestone, M.D., 808-486-5333
Source: Avantogen Limited