Caprion and Ecopia complete combination and announce closing of $45 million private placement: New entity called Thallion Pharmaceuticals Inc. Caprion Proteomics is established.
Montréal, March 13, 2007 - Ecopia BioSciences Inc. (TSX: EIA) ("Ecopia") and privately-held Caprion Pharmaceuticals Inc. ("Caprion") announced that earlier today, the Superior Court of Québec approved the arrangement ("Arrangement") involving the amalgamation of Ecopia and Caprion to form a new corporation to be named Thallion Pharmaceuticals Inc. ("Thallion") following yesterday's approval of the transaction by the respective shareholders of Ecopia and Caprion.
Thallion also announced that it has completed the closing of an equity financing by way of private placement of 180 million units of Thallion ("Units") for gross proceeds of $45 million in the aggregate. Each Unit will be issued at a price of $0.25 per Unit and will be comprised of one common share of Thallion and one-half share purchase warrant of Thallion. Each whole warrant will entitle its holder to purchase one common share of Thallion at a price of $0.375 for a period of 36 months following the date of its issuance, subject to adjustment pursuant to the consolidation of the common shares of Thallion as part of the Arrangement.
In accordance with the terms of the Arrangement:
- Effective at 11:55 p.m. on March 13, 2007, Caprion will transfer to a general partnership indirectly wholly-owned by Caprion the properties and assets relating to Caprion's proprietary proteomics technology platform business unit known as Caprion Proteomics, which includes the CellCarta technology platform;
- Effective at 6:00 p.m. on March 14, 2007, Ecopia and Caprion will amalgamate to form Thallion in accordance with previously announced terms;
- Effective at 6:15 p.m. on March 14, 2007, the Units to be issued by Thallion pursuant to the previously announced terms of the equity financing will be issued; and
- Effective at 6:20 p.m. on March 14, 2007, all of the common shares of Thallion that will be outstanding at such time will be consolidated on the basis of one post-consolidation common share for every ten pre-consolidation common shares.
It is expected that the common shares of Thallion will commence trading on the Toronto Stock Exchange on a consolidated basis under the name Thallion and the stock symbol "TLN" at the opening of trading on March 15, 2007.
The initial directors of Thallion will be François Legault, Dr. Gervais Dionne, Lloyd M. Segal, Michael Tarnow, Dr. Sylvie Grégoire, Roberto Bellini and Franklin Berger. The board of directors of Thallion intends to recruit two new independent members by the end of this year. Lloyd M. Segal, currently president and chief executive officer of Caprion, will be chief executive officer of Thallion. Pierre Falardeau, currently president and chief executive officer of Ecopia, will be chief operating officer of Thallion. Michael Singer, currently chief financial officer of Caprion, will be chief financial officer of Thallion, and Anne-Marie Guertin, currently vice-president, finance of Ecopia, will be vice-president, finance of Thallion.
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 microorganisms, one of the most prolific sources of drugs. Our current focus is to move our lead compound, ECO-4601, through the different stages of its Phase I clinical trial. ECO-4601 is a novel small molecule with a dual mechanism of action. Not only does the compound inhibit the RAS-mitogen-activated protein kinase (MAPK) pathway at a strategic point, it also selectively binds to the Peripheral Benzodiazepine Receptor (PBR), a receptor highly expressed in many cancer cells. This dual activity positions the compound as a uniquely targeted anticancer drug candidate. Like well-known chemotherapies such as doxorubicin and mitomycin C, ECO-4601 comes from a non-pathogenic microorganism. However, unlike these drugs that were discovered decades ago, ECO-4601 is the fruit of a unique drug discovery platform called the DECIPHER® technology and represents a new chemical class, from which many analogs are being synthesized.
The common shares of Ecopia are listed on the TSX (symbol: EIA).
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.
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.
For further information
Michael Singer, CGA
Vice President, Chief Financial Officer
Caprion Pharmaceuticals Inc.
Montréal, Québec H4S 2C8
Direct Tel: 514-940-3610