Sonus Pharmaceuticals, Inc.'s Stockholders Approve Business Combination With OncoGenex Technologies Inc.
Published: Aug 20, 2008
* The issuance of shares to security holders of OncoGenex Technologies Inc. in exchange for all of the outstanding securities of OncoGenex pursuant to a plan of arrangement;
* An amendment to the certificate of incorporation of Sonus to change its name to OncoGenex Pharmaceuticals, Inc. effective prior to closing the arrangement; and
* An amendment to the certificate of incorporation of Sonus to effect a one-for-eighteen reverse stock split of its outstanding shares of common stock, as well as a reduction of the number of authorized common shares from 75 million shares to two times the number of shares outstanding following the reverse stock split and closing of the arrangement.
Closing of the transaction is expected to occur at 12:01 a.m. Pacific Daylight Time on Thursday, August 21, 2008. OncoGenex Pharmaceuticals, Inc. has applied for listing on The NASDAQ Capital Market under the symbol 'OGXI' to be effective at the market open on August 21, 2008, subject to meeting NASDAQ's initial listing requirements. These requirements include, among other things, a minimum bid price of $4.00 per share and market capitalization, excluding affiliates, of at least $15 million.
Following the closing of the transaction, OncoGenex Pharmaceuticals' Board of Directors will be comprised of three of Sonus' current directors, Michael A. Martino, Michelle G. Burris, and Dwight Winstead, plus three directors nominated by OncoGenex Technologies, Scott Cormack, Neil Clendeninn and Patrick Brady.
``We are gratified by the overwhelming support our stockholders have provided with these approvals,'' said Michael Martino, President and Chief Executive Officer of Sonus Pharmaceuticals. ``These approvals are the first step in our strategy to create significant long term shareholder value by combining with OncoGenex. We believe that through joining forces with OncoGenex we have broadened our product portfolio and enhanced our opportunity for future success. On behalf of our Board of Directors, I want to thank our stockholders and employees for their support throughout this process.''
Following the completion of the transaction, OncoGenex Pharmaceuticals plans to implement cost-savings measures to preserve cash while focusing on its highest potential product development programs. As a result of these actions, the Company will incur approximately $1.2 million in charges in the third quarter of 2008, associated with employee severance costs. As of June 30, 2008, on a combined basis, OncoGenex and Sonus had a cash balance of $26 million.
``I am extremely pleased with the vote of confidence displayed by both the Sonus and OncoGenex shareholders in approving this transaction. The prospects of OncoGenex Pharmaceuticals are encouraging, and I look forward to advancing our clinical programs for the ultimate benefit of cancer patients while also building value for our stockholders,'' said Scott Cormack, President and Chief Executive Officer of the newly formed OncoGenex Pharmaceuticals. ``We will take immediate action to reduce the combined company's burn rate while retaining our ability to execute on clinical milestones. We expect that this action will extend our cash runway and maximize our available resources, while retaining the resources and workforce necessary to advance our oncology pipeline.''
About Sonus Pharmaceuticals, Inc.
Headquartered near Seattle, Washington, Sonus Pharmaceuticals, Inc. is focused on the development of cancer drugs that are designed to provide better efficacy, safety and tolerability, and ease of use. Sonus moved an oncology product candidate, SN2310, into a Phase 1 clinical trial in September 2006. For additional information on Sonus, including past news releases, please visit http://www.sonuspharma.com.
About OncoGenex Technologies Inc.
OncoGenex is a private biopharmaceutical company committed to the development and commercialization of new cancer therapies that address treatment resistance in cancer patients. The company's three product candidates are designed to inhibit the production of specific proteins associated with treatment resistance and which are over-produced in response to a variety of cancer treatments. OGX-011 is completing evaluation in five Phase 2 clinical studies in prostate, lung, and breast cancers. OGX-427 has begun evaluation in Phase 1 clinical studies, while the third product candidate, OGX-225, has completed preclinical pharmacology studies. More information is available at http://www.oncogenex.ca.
This press release contains forward-looking statements within the meaning of the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995, including statements concerning the proposed merger between Sonus and OncoGenex. These statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, statements of expected synergies, the strength of the combined oncology product pipeline, the timing of clinical trials and development efforts, the results of clinical and pre-clinical studies, the timing of closing, execution of integration plans and management and organizational structure are all forward-looking statements. The potential risks and uncertainties include, among others, the possibility that the merger does not close or that the closing may be delayed, synergies and costs savings will not be achieved or that the companies are unable to successfully execute their integration strategies, the timing and costs of clinical trials and regulatory approvals, risks that clinical trials will not be successful, risks associated with obtaining funding from third parties or completing a financing necessary to support the costs and expenses of clinical studies as well as research and development activities, risks that the combined company will not be able to maintain listing on NASDAQ, as well as other risks relating to the development, safety and efficacy of therapeutic drugs and potential applications for these products. A more complete discussion of risks and uncertainties that may affect forward-looking statements is included in Sonus Pharmaceuticals' filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for fiscal year 2007, and its Quarterly Report on Form 10-Q for the first quarter of 2008. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Sonus. The Company undertakes no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof.
For Sonus: EVC Group Investor Dahlia Bailey Doug Sherk 415-896-6820 email@example.com Media Steve DiMattia 917-620-0590 firstname.lastname@example.org
For OncoGenex: Porter Novelli Life Sciences Jason Spark 619-849-6005 email@example.com
Source: Sonus Pharmaceuticals, Inc.