WINNIPEG, MANITOBA--(Marketwire - 08/05/10) - Miraculins Inc. (TSX-V:MOM - News), a medical diagnostic company focused on developing and commercializing diagnostic tests for unmet clinical needs is pleased to announce that it has executed a definitive agreement to acquire from PreMD Inc. all relevant assets, including intellectual property, licenses and regulatory approvals, inventories, data and marketing materials required to commercialize the PREVU(i) Skin Cholesterol Test.
Highlights
-- Miraculins to acquire PREVU(i) Skin Cholesterol Test in exchange for combination of cash, stock and ongoing royalty -- Skin cholesterol is a novel marker that reliably predicts higher cholesterol accumulation in the arteries -- Simple, non-invasive, inexpensive test addresses major worldwide market of cardiovascular risk assessment -- Product has received regulatory clearance in US, Canada and Europe with successful test marketing in US and Canada
“The significant worldwide potential of the PREVU(i) Skin Cholesterol test is now ready to be realized and the test will be given new life through this transaction,” said Christopher J. Moreau president and CEO of Miraculins. “PreMD’s financial difficulties have prevented commercialization of this product and our company is uniquely positioned to successfully move PREVU(i) into the marketplace. Current global economic conditions have pushed us to identify opportunities with both near term and high growth potential. We are confident in our ability to unlock the value of this product, launch it in key markets, and bring revenues to the company quickly and efficiently.”
At closing, Miraculins will pay to PreMD the purchase price of $250,000 CDN in cash and issue to PreMD 1,822,158 common shares from treasury. After closing, Miraculins will pay to PreMD a 10 percent ongoing royalty on its gross revenue associated with PREVU(i), with Miraculins retaining the right to buy-out the royalty at anytime for a one-time payment of $1,000,000 CDN.
PREVU(i) has received regulatory clearance in important jurisdictions such as Europe and Canada as a general part of coronary artery disease (CAD) risk assessment. In the United States, the test has received clearance as an adjunct to current risk assessment procedures for patients already considered at risk for CAD. Skin cholesterol readings provide valuable additional information for CAD risk assessment. Skin contains over 11 percent of the body’s cholesterol and ages in parallel with vascular connective tissue. As blood vessel walls accumulate cholesterol, so does skin tissue. A high skin cholesterol level is a reliable predictor of higher cholesterol accumulation in the arteries and, accordingly, a predictor of a patient’s risk of heart disease.
“Heart disease remains the leading cause of death worldwide and identifying patients at risk before they have a coronary event remains a major unmet medical need,” said Moreau. “The potential of this test to help millions of patients worldwide is high. It is estimated that globally 540 million blood cholesterol tests will be performed this year with 250 million tests being performed in the US alone. PREVU(i) provides valuable information, non-invasively and at a low cost, which addresses one of the biggest challenges in healthcare today. Miraculins looks forward to making this test widely available to patients and caregivers.”
Miraculins and PreMD expect the transaction, which is subject to customary closing conditions, to close within 10 days. Bloom Burton & Co. has advised on the transaction.
About PREVU(i)
The PREVU(i) Skin Cholesterol Test non-invasively and painlessly measures skin tissue cholesterol, or skin cholesterol. As a new risk factor for heart disease, skin cholesterol provides valuable additional information to traditional CAD risk assessment. Skin contains over 11 percent of the body’s cholesterol and ages in parallel with vascular connective tissue. As blood vessel walls accumulate cholesterol, so does skin tissue. A high skin cholesterol level is a reliable predictor of higher cholesterol accumulation in the arteries and, accordingly, risk of heart disease. For further information about PREVU(i) visit www.prevu.com.
About Miraculins Inc.
Miraculins is a medical diagnostic development company focused on non-invasive tests for unmet clinical needs. Miraculins is bridging the gap between commercially available diagnostic tests and research conducted at leading research institutions around the world. The Company’s lead program, a suite of biomarkers for preeclampsia, is partnered with Inverness Medical Innovations (NYSE:IMA - News), one of the world’s largest diagnostic companies. For more information on Miraculins please visit www.miraculins.com.
Caution Regarding Forward-Looking Information.
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable Canadian provincial securities legislation (collectively, “forward-looking statements”), such as statements regarding the closing of the transaction. These forward-looking statements relate to, among other things, our objectives, goals, targets, strategies, intentions, plans, beliefs, estimates and outlook, including, without limitation, our anticipated future operating results, and can, in some cases, be identified by the use of words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.
These statements reflect management’s current beliefs and are based on information currently available to management. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things: the satisfaction of all of the closing conditions of the transaction, Miraculins’ early stage of development, lack of product revenues and history of operating losses, uncertainties related to clinical trials and product development, rapid technological change, uncertainties related to forecasts, competition, potential product liability, additional financing requirements and access to capital, unproven markets, supply of raw materials, income tax matters, management of growth, partnerships for development and commercialization of technology, effects of insurers’ willingness to pay for products, system failures, dependence on key personnel, foreign currency risk, risks related to regulatory matters and risks related to intellectual property and other risks detailed from time to time in Miraculins’ filings with Canadian securities regulatory authorities, as well as Miraculins’ ability to anticipate and manage the risks associated with the foregoing. Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of this news release. Miraculins cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on Miraculins’ forward-looking statements to make decisions with respect to Miraculins investors and others should carefully consider the foregoing factors and other uncertainties and potential events.
These risks and uncertainties should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Miraculins cannot provide assurance that actual results will be consistent with these forward-looking statements. Miraculins undertakes no obligation to update or revise any forward-looking statement.
(i) Trademark
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Contacts: Company Contact: Miraculins Inc. Christopher J. Moreau, President and CEO 204-477-7599 204-453-1546 (FAX) info@miraculins.com www.miraculins.com Media Contact: Xpsoure PR Terance Brouse, Senior Consultant 647-274-5249 tebrouse@rogers.com Investor Relations Contact: CHF Investor Relations Alison Tullis, Senior Account Manager 416-868-1079 x233 416-868-6198 (FAX) alison@chfir.com
