TORONTO, March 21 - - NeuroMedix Inc. ("NeuroMedix") (TSXV: NMX)
today announced that is has agreed to support a tender offer made by
Transition Therapeutics Inc. ("Transition") to acquire all of the outstanding
shares of NeuroMedix.
"This deal with Transition represents good value for our shareholders",
said Dr. Mark L. Pearson, Chief Executive Officer of NeuroMedix. "It allows
our shareholders to benefit from both the future advancement of Minozac into
the clinic, and also to participate in Transition's development pipeline of
drug candidates. Transition's proven Alzheimer's drug development capabilities
can now be applied to Minozac as well as AZD-103 to ultimately benefit
patients and their families."
"Our Board gave management the mandate to explore licensing or
acquisition transactions that would provide the financial resources to further
advance the clinical development of Minozac, as well as maximize value to our
shareholders", said Mr. Santo Costa, Chairman of NeuroMedix. "We feel that
this deal is successful on both fronts."
Terms and Conditions
The acquisition will be conducted by means of a tender offer ("Offer")
for all the outstanding shares of NeuroMedix. Consideration to be paid by
Transition for NeuroMedix will be in the form of Transition common shares and
the Offer represents a deemed purchase price of approximately $11.1 million.
Under the Offer, NeuroMedix common shareholders can receive one common share
of Transition for every 5.1429 NeuroMedix common shares tendered. The Offer is
subject to a minimum acceptance by the holders of at least 66 2/3 % of all the
shares of NeuroMedix.
The Board of Directors of NeuroMedix unanimously recommends that
NeuroMedix shareholders tender their shares to the Offer. NeuroMedix's
directors, officers and certain large shareholders who collectively own or
control 59% of the NeuroMedix shares have signed lock-up agreements in which
they agree to tender their shares to the Offer. Documents relating to the
Offer are expected to be available to shareholders of NeuroMedix as soon as
reasonably practicable and, in any event, not later than April 15, 2007.
NeuroMedix is a biotechnology company focused on the development of
therapeutic agents for the treatment of degenerative and inflammatory diseases
of the central nervous system, such as Alzheimer's disease, traumatic brain
injury, neuropathic pain, age-related macular degeneration and multiple
sclerosis. Our therapeutic drug candidates are based on research from a team
of leading experts in the field of neuroinflammation at Northwestern
University and have been demonstrated to reduce brain inflammation, to protect
neuronal cells, and to prevent the loss of cognitive function in an
Alzheimer's disease animal model in mice. Our lead candidate, Minozac has also
been shown to reduce inflammation and prevent loss of cognitive function in
mice suffering traumatic brain injury. Based on these findings, NeuroMedix is
pursuing the development of its lead compound for Alzheimer's disease and
traumatic brain injury in humans. NeuroMedix's shares are listed on the TSX
Venture Exchange under the symbol "NMX".
For further information on NeuroMedix visit www.neuromedixinc.com
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
Except for historical information, this press release may contain
forward-looking statements, which reflect the Company's current expectation
regarding future events. These forward-looking statements involve risks and
uncertainties, which may include but are 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 quarterly and annual reporting.