Caprion and Ecopia Announce Commitments of $45 Million in Connection with Private Placement
Montreal, February 19, 2007 - Ecopia BioSciences Inc. (TSX: EIA) ("Ecopia" or the "Corporation") and privately-held Caprion Pharmaceuticals Inc. ("Caprion") announced today that they have received from investors subscription commitments of gross proceeds for a proposed new amalgamation of the two companies ("Amalco") of $45 million, which represents the maximum amount intended to be raised in the previously announced range of $30 million to $45 million. The companies also announced today that the proposed name for Amalco will be Thallion Pharmaceuticals Inc. ("Thallion").
"We believe that this milestone in our financing validates the vision and strategy behind our merger to form a leading oncology and infectious disease company with scale and critical mass," said Lloyd M. Segal, currently president and chief executive officer of Caprion and who will be chief executive officer of Thallion.
"The proceeds from this offering will allow Thallion to drive the development of all three of its clinical products," said Pierre Falardeau, currently president and chief executive officer of Ecopia and who will be chief operating officer of Thallion.
This announcement follows the previously announced proposed amalgamation, as part of a plan of arrangement ("Arrangement"), to form a new Amalco. The contemplated $45 million that they have received from investors in the form of subscription commitments shall be for an aggregate of 180,000,000 units of Amalco ("Amalco Units"), which will be issued at a price of $0.25 per Amalco Unit and each Amalco Unit will be comprised of one common share of Amalco ("Amalco Share") and one-half share purchase warrant of Amalco ("Amalco Warrant"). Each whole Amalco Warrant will entitle its holder to purchase one Amalco Share at a price of $0.375 for a period of 36 months following the date of its issuance. Closing of the private placement is conditional upon the satisfaction or waiver of certain customary conditions, which conditions include the completion of the Arrangement and approval by disinterested shareholders of Ecopia. As part of the Arrangement, after the issuance of Amalco Units pursuant to the private placement, it is proposed that the common shares of Amalco be consolidated on the basis of one post-consolidation common share for every ten pre-consolidation common shares.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Ecopia is finding novel anticancer therapies from soil-dwelling microorganisms that are one of the most prolific sources of drugs. Our current focus is to move our flagship compound ECO-4601 through Phase I clinical trials. ECO-4601 is a novel small molecule that, based on advanced animal models, crosses the blood brain barrier and is effective in significantly inhibiting primary brain tumor growth and other types of cancers. Just like well-known chemotherapies such as doxorubicin and mitomycin C, ECO-4601 comes from microorganisms that live in common soil. However, unlike these drugs that were discovered many decades ago, ECO-4601 represents a new chemical class that is derived from Ecopia's proprietary drug discovery platform Decipher®. The common shares of Ecopia are listed on the TSX (symbol: EIA).
Additional information about Ecopia can be obtained from Ecopia's website at www.ecopiabio.com.
Caprion Pharmaceuticals Inc. is a clinical-stage biotechnology company developing pharmaceutical products in the areas of infectious disease and oncology. Caprion's clinical-stage programs include Shigamabs®, a product for the treatment of Shigatoxin-producing E. coli bacterial infections, and CAP-232, a targeted therapy with potential efficacy in multiple oncology indications. CellCarta®, Caprion's proprietary proteomics technology, provides Caprion with an effective means to identify novel drug targets, predict which therapeutics may be safer and more efficacious, and identify which patients may benefit most from a particular therapy.
Additional information about Caprion can be obtained from Caprion's website at www.caprion.com.
Certain statements in this press release that do not relate exclusively to historical facts are forward-looking statements. These statements relate to future events or the Corporation's future performance. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "targeting", "intend", "could", "might", "continue", or the negative of these terms or other comparable terminology. These statements are only predictions. In addition, this press release may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur and may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Forward-looking statements in this press release speak only as of the date of this press release and include, but are not limited to, statements with respect to (i) the potential combination of Ecopia and Caprion, (ii) the potential private placement of securities of the amalgamated company, (iii) the ability to raise future capital to fund the Corporation's research and development activities; (iv) success and timely completion of clinical studies; (v) the pursuit of clinical trials in the United States; (vi) the potential of ECO-4601 as a chemotherapy against primary brain cancer; (vii) the potential of ECO-4601 in the treatment of breast, prostate, colon, lung and ovarian cancers; (viii) the identification of a second generation ECO-4601 compound; (ix) the identification of a non-ECO-4601 related compound as a candidate for another regulatory filing; (x) the grant by the United States Patent and Trademark Office of a patent directed to ECO-4601 based on the Corporation's notice of allowance; and (xi) the earning of revenues from the exercise of exclusivity options on out-licensed patent properties may rely on a number of assumptions concerning future events and are therefore subject to a number of risks and uncertainties, many of which are outside Ecopia's control. Actual results may therefore vary materially from the expectations expressed by the Corporation and depend on a number of factors. These factors include, but are not limited to: (i) the possibility of not satisfying all closing conditions to complete the combination of Ecopia and Caprion, (ii) the ability of Ecopia of raising sufficient capital for purposes of the proposed private placement, (iii) risks related to the integration of acquisitions, (iv) the possibility of delays in approval of patients in Phase I trial; (v) scientific uncertainties relating to the correlation between preclinical animal data and human clinical data; (vi) the safety and efficacy of ECO?4601 as a cancer treatment; (vii) timely progress and completion of Phase I study; (viii) withdrawal of a notice of allowance by the United States Patent and Trademark Office; (ix) uncertainties related to the regulatory process for drug development; (x) the ability for the Corporation to fund its future operations in light of the lack of operating revenues for the years to come;(xi) and the impact of general economic conditions. A more complete discussion of the risks and uncertainties facing the Corporation appears in Ecopia's 2006 Management's Discussion and Analysis of Financial Position and Results of Operations for fiscal 2006 and in its 2006 Annual Information Form available at www.sedar.com. Except as required by law, Ecopia does not undertake and disclaims any obligation to update or revise its forward-looking statements or forward-looking information whether as a result of new information, future events, or otherwise.