INEX Pharmaceuticals Seeks Approval To Spin-Out Assets Into Tekmira Pharmaceuticals Corporation
"We are confident that Tekmira will become a company with all the attributes necessary to take INEX's promising oligonucleotide-based products forward into clinical trials, to work with and benefit from the product development achievements of INEX's existing partners and to build significant value for shareholders," Ruane said.
As previously announced, the spin-out of Tekmira will take place by way of a Plan of Arrangement between INEX and its shareholders. Highlights of the spin-out include transferring to Tekmira:
- All of INEX's pharmaceutical assets and its two technology platforms; - All of INEX's cash; - INEX's pharmaceutical partnerships with Hana Biosciences, Inc. and Alnylam Pharmaceuticals, Inc.
All of the Tekmira shares will be distributed to INEX common shareholders and INEX's current management team and employees will join Tekmira in the same positions they occupy in INEX.
Completion of this Plan of Arrangement will allow INEX, having no pharmaceutical assets, to complete a financing with an investor group led by Sheldon Reid, a co-founder of Energy Capitol Resources Ltd. ("Investor Group"). The Investor Group will invest up to $5.6 million in INEX by way of convertible debentures. Upon conversion of the debenture following the completion of the reorganization, the Investor Group will hold 100% of non-voting shares in INEX and 80% of the total number of shares outstanding. Therefore, current INEX common shareholders will own 20% of the equity of INEX and 100% of the Tekmira shares. The Investor Group plans to raise additional capital and acquire a new business for INEX. The money received by INEX as part of the corporate reorganization will be paid to the previous holders of INEX's convertible debt as per the note purchase and settlement agreement announced June 20, 2006.
In addition to shareholder approval, the Tekmira spin-out is subject to regulatory and court approvals. It is also a condition of the spin-out that ongoing litigation with Protiva Biotherapeutics Inc. be transferred from INEX to Tekmira and all claims against INEX be extinguished. The transfer of the litigation to Tekmira is subject to the discretion of the court and INEX believes there is no prejudice to Protiva if the litigation is transferred. Protiva has publicly announced that they intend to oppose the transfer of assets to Tekmira, which would include agreements entered into with Protiva. INEX believes that it has the legal right to transfer the agreements.
The goals for INEX and Tekmira for the second half of 2006 include: - Supporting Hana to advance Marqibo into a phase 3 clinical trial; - Supporting Alnylam in evaluating INEX's liposomal drug delivery technology for the systemic delivery of Alnylam's RNAi therapeutic products directed towards multiple gene targets; - Presenting additional preclinical data for INX-0167 in non-human primate studies demonstrating its potential as a potent immune stimulant; and - Initiating formal toxicology studies for INX-0167 in order to file an Investigational New Drug Application in 2007 to begin clinical development.
About INEX INEX is a Canadian biopharmaceutical company developing and commercializing proprietary drugs and drug delivery systems to improve the treatment of cancer. Further information about INEX and this news release can be found at www.inexpharm.com.
Forward Looking Statements
There are forward-looking statements contained herein that are not based on historical fact, including without limitation statements containing the words "believes," "may," "plans," "will," "estimate," "continue," "anticipates," "intends," "expects," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, among others, Inex's stage of development, lack of product revenues, additional capital requirements, risks associated with the completion of clinical trials and obtaining regulatory approval to market Inex's products, the ability to protect its intellectual property and dependence on collaborative partners. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.
INEX's common shares are traded on the Toronto Stock Exchange under the trading symbol "IEX".
CONTACT: Investors: Ian Mortimer, Vice President, Finance and Chief Financial Officer, Phone: (604) 419-3200, Email: firstname.lastname@example.org, Website: www.inexpharm.com; Media: Don Bradley, James Hoggan & Associates Inc., Phone: (604) 739-7500, Email: email@example.com
Source: Inex Pharmaceuticals Corporation