Update - YM BioSciences to acquire Eximias
April 18 2006 - 3:01AM
UK Regulatory
Update - YM BioSciences to acquire Eximias Pharmaceutical Corporation
- U.S. based Eximias to become a wholly-owned subsidiary of YM -
MISSISSAUGA, ON, April 16 /CNW/ - YM BioSciences Inc. (AMEX:YMI, TSX:YM,
AIM:YMBA), the cancer product development company, today provided additional
information regarding the definitive agreement it has entered into to acquire
Eximias Pharmaceutical Corporation (Berwyn, Pennsylvania), a privately-held
pharmaceutical company engaged in the acquisition, development and
commercialization of products for the treatment of cancer and cancer related-
disorders.
The acquisition is designed to amplify YM's critical mass, specifically
in its management team and cash resources. It allows YM to expand capabilities
for the development and commercialization of the products currently in
clinical development and to establish a presence in the US, particularly
within the oncology and financial communities. There is no intention to
further develop the products in the Eximias portfolio at this time.
Eximias employs a seasoned management team and currently has cash
resources in excess of US $30 million. From the current cash resources of
Eximias certain Eximias shareholders may be paid in cash, provided that at
closing Eximias cash resources will be a minimum of $25 million. YM will
purchase Eximias for a number of common shares equivalent to the cash
resources of Eximias at closing, or approximately 4.5 million shares at the
minimum, as well as a premium of approximately 450,000 shares in recognition
of the value of the organization. YM's common shares will be issued at the
VWAP (volume weighted average price) for the five-day period prior to the
closing of the transaction but limited to a range of 15% of the 5-day VWAP on
April 13th, the date of signing.
The definitive agreement has been approved by the Boards of Directors of
both companies and by the stockholders of Eximias. Approval by YM shareholders
is not required. The transaction is expected to close in early May 2006,
subject to the satisfaction of certain closing conditions, at which time
Eximias will become a wholly-owned subsidiary of YM operating as
YM BioSciences USA Inc. and will serve as YM's base of operations in the
United States. In order to maintain compliance with United States securities
laws, communications regarding the transaction must remain limited until
closing, at which time management intends to schedule a conference call with
investors and analysts.
Upon completion of the transaction, Mr. David Allan will continue as
Chairman and CEO of YM BioSciences and several appointments will be made to
YM's Board of Directors and management team. Ms. Gail Schulze, currently
President and CEO of Eximias, will become President of YM BioSciences and CEO
of YM BioSciences USA Inc., as well as a Director of YM. Ms. Schulze has more
than 25 years of pharmaceutical industry experience. Dr. James Barrett,
currently a member of the Eximias Board of Directors, will become a Director
of YM. The other eight members of YM's Board of Directors will continue to
serve in their current capacity.
The current management team of YM BioSciences will remain in place and be
expanded to include senior members of the Eximias management team in Clinical,
Regulatory, Marketing, Manufacturing and Corporate Development.
The YM common shares to be offered to Eximias stockholders pursuant to
the transactions have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Act"), and may not be offered
or sold in the United States in the absence of registration or an applicable
exemption from the registration requirements of the Act.
For further information: Enquiries: David Allan, CEO, YM BioSciences
Inc., Tel: (905) 629-9761; Gail Schulze, President and CEO, Eximias
Pharmaceutical Corporation, Tel: (610) 560-0665
(YM. YMI)
END
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