Reverse Split of Oscient Pharmaceuticals Stock to Be Effected with Market Open November 16, 2006
November 15 2006 - 5:00PM
Business Wire
Oscient Pharmaceuticals Corporation�s (Nasdaq: OSCI) Board of
Directors has voted to implement a 1-for-8 reverse stock split
effective November 15, 2006 at 11:59 PM ET. An amendment to the
Company�s Amended and Restated Articles of Organization authorizing
the reverse split was approved at a Special Meeting of Shareholders
on November 14, 2006. The reverse stock split will result in the
automatic conversion of eight shares of common stock into one share
of common stock. In cases in which the reverse stock split results
in any shareholder holding a fraction of a share, such fractional
share will be rounded up to the nearest whole number. The reverse
split will affect all shares of Oscient common stock, including
those shares underlying stock options and warrants outstanding,
immediately prior to the effective time of the reverse split. After
giving effect to the reverse stock split, there will be no
alteration to the relative rights and preferences of existing
shareholders. The par value of the common stock and the number of
shares of the common stock authorized for issuance will remain
unchanged following the reverse stock split. Oscient�s common stock
will begin trading on a split-adjusted basis with the opening of
the NASDAQ Stock Market on November 16, 2006, with the interim
stock symbol �OSCID.� After 20 trading days, the �D� is expected to
be removed. Shareholders who hold stock through brokerage firms
will not be required to perform any action. The Company�s transfer
agent, Computershare Investor Services, will mail to registered
shareholders of record, as of November 15, 2006, instructions for
exchanging stock certificates. About Oscient Pharmaceuticals
Oscient Pharmaceuticals Corporation is a commercial-stage
biopharmaceutical company marketing two FDA-approved products with
its national primary care sales force. ANTARA(R) 130 mg
(fenofibrate) capsules is indicated for the adjunct treatment of
hypercholesterolemia (high blood cholesterol) and
hypertriglyceridemia (high triglycerides) in combination with diet.
FACTIVE(R) (gemifloxacin mesylate) tablets is an antibiotic
approved for the treatment of acute bacterial exacerbations of
chronic bronchitis and community-acquired pneumonia of mild to
moderate severity. Oscient also has a novel, late-stage antibiotic
candidate, Ramoplanin, under investigation for the treatment of
Clostridium difficile-associated disease (CDAD). For important
information regarding the safety and use of ANTARA and FACTIVE,
please see the full prescribing information available at
www.antararx.com and www.factive.com. Forward-Looking Statement
This news release may contain forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements represent
our management�s judgment regarding future events. Forward-looking
statements typically are identified by use of terms such as �may,�
�will,� �should,� �plan,� �expect,� �intend,� �anticipate,�
�estimate,� and similar words, although some forward-looking
statements are expressed differently. We do not plan to update
these forward-looking statements. You should be aware that our
actual results could differ materially from those contained in the
forward-looking statements due to a number of risks affecting our
business. These risks include, but are not limited to (i)�our
ability to successfully commercialize and market ANTARA or FACTIVE
due to: the limitations on our resources and experience in the
commercialization of products; lack of acceptance by physicians,
patients and third party payors; unanticipated safety, product
liability, efficacy, or other regulatory issues; delays in
recruiting and training sales personnel; problems relating to
manufacturing or supply; inadequate distribution of the products by
wholesalers, pharmacies, hospitals and other customers; and
competition from other products; (ii)�our ability to integrate
ANTARA into our business; (iii)�whether we will be able to expand
the indications for which FACTIVE is approved; (iv)�the delay or
inability to find sublicensing partners for FACTIVE or to negotiate
favorable licensing terms; (v)�the delay in or inability to obtain
additional regulatory approvals of our products and product
candidates due to negative, inconclusive or insufficient results in
ongoing or future clinical trials, the FDA requiring additional
information or data, delays in the progress of ongoing clinical
trials, safety concerns arising with respect to our products or
product candidates and disputes with the third parties from whom we
license our products or product candidate; and (vi)�delays by the
FDA. Additional factors that could cause actual results to differ
materially from those projected or suggested in any forward-looking
statements are described under the heading �Risk Factors� in the
Company�s Quarterly Report on Form 10-Q for the quarter ending
September 30, 2006 and in other filings that we may make with the
Securities and Exchange Commission from time to time. Oscient
Pharmaceuticals Corporation's (Nasdaq: OSCI) Board of Directors has
voted to implement a 1-for-8 reverse stock split effective November
15, 2006 at 11:59 PM ET. An amendment to the Company's Amended and
Restated Articles of Organization authorizing the reverse split was
approved at a Special Meeting of Shareholders on November 14, 2006.
The reverse stock split will result in the automatic conversion of
eight shares of common stock into one share of common stock. In
cases in which the reverse stock split results in any shareholder
holding a fraction of a share, such fractional share will be
rounded up to the nearest whole number. The reverse split will
affect all shares of Oscient common stock, including those shares
underlying stock options and warrants outstanding, immediately
prior to the effective time of the reverse split. After giving
effect to the reverse stock split, there will be no alteration to
the relative rights and preferences of existing shareholders. The
par value of the common stock and the number of shares of the
common stock authorized for issuance will remain unchanged
following the reverse stock split. Oscient's common stock will
begin trading on a split-adjusted basis with the opening of the
NASDAQ Stock Market on November 16, 2006, with the interim stock
symbol "OSCID." After 20 trading days, the "D" is expected to be
removed. Shareholders who hold stock through brokerage firms will
not be required to perform any action. The Company's transfer
agent, Computershare Investor Services, will mail to registered
shareholders of record, as of November 15, 2006, instructions for
exchanging stock certificates. About Oscient Pharmaceuticals
Oscient Pharmaceuticals Corporation is a commercial-stage
biopharmaceutical company marketing two FDA-approved products with
its national primary care sales force. ANTARA(R) 130 mg
(fenofibrate) capsules is indicated for the adjunct treatment of
hypercholesterolemia (high blood cholesterol) and
hypertriglyceridemia (high triglycerides) in combination with diet.
FACTIVE(R) (gemifloxacin mesylate) tablets is an antibiotic
approved for the treatment of acute bacterial exacerbations of
chronic bronchitis and community-acquired pneumonia of mild to
moderate severity. Oscient also has a novel, late-stage antibiotic
candidate, Ramoplanin, under investigation for the treatment of
Clostridium difficile-associated disease (CDAD). For important
information regarding the safety and use of ANTARA and FACTIVE,
please see the full prescribing information available at
www.antararx.com and www.factive.com. Forward-Looking Statement
This news release may contain forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements represent
our management's judgment regarding future events. Forward-looking
statements typically are identified by use of terms such as "may,"
"will," "should," "plan," "expect," "intend," "anticipate,"
"estimate," and similar words, although some forward-looking
statements are expressed differently. We do not plan to update
these forward-looking statements. You should be aware that our
actual results could differ materially from those contained in the
forward-looking statements due to a number of risks affecting our
business. These risks include, but are not limited to (i) our
ability to successfully commercialize and market ANTARA or FACTIVE
due to: the limitations on our resources and experience in the
commercialization of products; lack of acceptance by physicians,
patients and third party payors; unanticipated safety, product
liability, efficacy, or other regulatory issues; delays in
recruiting and training sales personnel; problems relating to
manufacturing or supply; inadequate distribution of the products by
wholesalers, pharmacies, hospitals and other customers; and
competition from other products; (ii) our ability to integrate
ANTARA into our business; (iii) whether we will be able to expand
the indications for which FACTIVE is approved; (iv) the delay or
inability to find sublicensing partners for FACTIVE or to negotiate
favorable licensing terms; (v) the delay in or inability to obtain
additional regulatory approvals of our products and product
candidates due to negative, inconclusive or insufficient results in
ongoing or future clinical trials, the FDA requiring additional
information or data, delays in the progress of ongoing clinical
trials, safety concerns arising with respect to our products or
product candidates and disputes with the third parties from whom we
license our products or product candidate; and (vi) delays by the
FDA. Additional factors that could cause actual results to differ
materially from those projected or suggested in any forward-looking
statements are described under the heading "Risk Factors" in the
Company's Quarterly Report on Form 10-Q for the quarter ending
September 30, 2006 and in other filings that we may make with the
Securities and Exchange Commission from time to time.
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