Thallion Announces Sale of Majority Stake in Caprion Proteomics to Great Point Partners
Montreal, June 28, 2007 - Thallion Pharmaceuticals Inc. (TSX: TLN) today announced the sale of an 80 percent stake in the Company's wholly-owned proteomics business, Caprion Proteomics GP, to a company formed by Great Point Partners, LLC of Greenwich, Connecticut. Under the terms of the agreement, Thallion will retain a 20 percent equity interest in the newly created company, to be called Caprion Proteomics Inc., with the remaining 80 percent owned by Great Point Partners. The new company will acquire substantially all of Thallion's proteomics assets including the CellCarta® discovery platform, and will assume $22,150,259 in long-term debt obligations from Thallion without recourse to Thallion. In addition, Caprion Proteomics Inc. will also issue $4,100,000 in secured subordinated notes to Thallion at an interest rate of 9.5% per annum. The agreement is expected to close on or around July 10, 2007 and is subject to certain normal closing conditions.
"This transaction is consistent with our strategic plan and the commitment we made to reduce our debt and focus our resources on the development of our clinical product candidates. It also allows us to retain substantial upside in the proteomics business that we pioneered," said Lloyd M. Segal, Chief Executive Officer of Thallion Pharmaceuticals Inc. "Great Point Partners is a best-in-class investment partner in the life sciences and healthcare services sector. This sale demonstrates the strength of the proprietary proteomics technology developed by Thallion and the ability of our management team to execute strategic transactions to advance our corporate objectives."
Under the terms of the agreement, Thallion is entitled to receive 100 percent of any royalty payments and 50 percent of any milestone payments resulting from all existing licensing arrangements related to the proteomics business. Thallion has also secured the rights to certain target candidates derived from the CellCarta® platform for future preclinical and clinical development, as well as to certain preferred services for biomarker development for its clinical programs.
As part of this transaction, Great Point Partners will make a material investment in Caprion Proteomics Inc. for general working capital purposes. Caprion Proteomics Inc. will also assume responsibility for the 35 employees specific to the proteomics business currently employed by Thallion.
Martin LeBlanc, President of Caprion Proteomics GP, will assume the position of President and Chief Executive Officer of Caprion Proteomics Inc. upon closing of the transaction. "Great Point Partners' financial support and strategic leadership, together with our established customer base and experienced management team, position us well to capitalize on the growing demand for proteomics services in the area of drug discovery and development," commented Mr. Leblanc.
"We are excited at the opportunity to invest in Caprion Proteomics Inc. We believe that the Company's powerful proteomics discovery engine and leading bioinformatics capabilities will enable Caprion to continue to expand its leading position in the proteomics industry," said Adam Dolder, Managing Director at Great Point Partners. "Caprion provides a complex, differentiated and high value added service to a customer base that relies heavily on the ability to determine which proteins, molecules and antibodies will yield successful therapeutics."
About Thallion Pharmaceuticals Inc.
Thallion Pharmaceuticals Inc. (TSX: TLN) is a biotechnology company developing pharmaceutical products in the areas of infectious disease and oncology. Thallion's clinical-stage programs include: Shigamabs®, a dual antibody product for the treatment of Shigatoxin-producing E. coli bacterial infections; ECO-4601, a novel anticancer therapy derived from a nonpathogenic microorganism; and CAP-232, a targeted therapy with potential efficacy in multiple oncology indications. Thallion Pharmaceuticals was formed on March 14, 2007 by the amalgamation of Ecopia BioSciences Inc. and Caprion Pharmaceuticals Inc. Additional information about the Company can be obtained at www.thallion.com.
About Caprion Proteomics GP
Caprion Proteomics GP is a leading provider of proteomics-based discovery solutions to the pharmaceutical industry. Caprion uses its proprietary proteomics technology platform - CellCarta® - to discover novel targets for therapeutics development as well as clinical biomarkers that can significantly reduce risk and enhance productivity and decision making in pharmaceutical research. Caprion has established strategic alliances in the area of novel oncology target discovery and antibody development with Abbott, Biogen-Idec, and Centocor, as well as multiple biomarker collaborations with such leading companies as Pfizer, Johnson & Johnson, Wyeth, Daiichi-Sankyo, Boehringer-Ingelheim, Berlex (now Bayer HealthCare) and Vertex. Caprion also has a major 5-year bio-defense contract in infectious disease proteomics with the NIH-NIAID.
About Great Point Partners, LLC
Great Point Partners, LLC, based in Greenwich, CT, is a leading health care investment firm with approximately $800 million of equity capital under management. Currently, the firm manages capital in both public equity and private equity funds. Both the private and public funds invest across all sectors of the health care industry including specialty pharmaceuticals, medical devices, biotechnology, and healthcare services. The firm pursues a proactive and proprietary approach to sourcing investments. For the period since the firm's founding, Great Point Partners' hedge funds have been amongst the top performing healthcare funds in the country. For more information, please visit: www.gppfunds.com.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and other similar expressions which constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking statements reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time-to-time in the Company's ongoing filings with the Canadian securities regulatory authorities which filings can be found at www.sedar.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.
For further information contact:
Thallion Pharmaceuticals Inc.
Chief Financial Officer
Phone: (514) 940-3600
Fax: (514) 228-3622