- ProMetic to acquire common stock held by American Red Cross, in a
cashless transaction, taking ProMetic's stake in PRDT to 77% - American Red Cross to remain involved on the Board of Directors of PRDT
MONTREAL and CAMBRIDGE, England, April 9 /PRNewswire-FirstCall/ - ProMetic Life Sciences Inc. (TSX:PLI) ("ProMetic") announces that ProMetic has signed a Letter of Intent ("LOI") to acquire the American Red Cross' ("ARC") common stock holding in Pathogen Removal and Diagnostic Technologies Inc. ("PRDT"), the joint venture established by ProMetic and ARC in 2002 to develop and commercialize products to diagnose and reduce pathogens in blood, blood derivatives, biopharmaceuticals and other biological products.
The transaction contemplated by the LOI is a natural progression following commercialization of the P-Capt(R) filter and the prion reduction resin that was fully licenced to ProMetic.
The terms of the LOI provide for an ongoing royalty stream to ARC based on income derived from PRDT technology. In exchange, ProMetic will raise its ownership position in PRDT to 77% by acquiring ARC's 51% stake in PRDT. The remaining 23% will continue to be held by the academic co-founders. ARC will continue to hold its preferred stock and maintain representation on the Board of Directors.
"With the commercialization of the PRDT technology well underway and the projected strong market demand for this technology, ProMetic's increased stake in PRDT to 77% will allow for the revenues derived from the technology to be fully consolidated into ProMetic's financial results," stated Mr. Bruce Pritchard, ProMetic's Vice President of Corporate Development. Mr. Pritchard added: "The structure of this deal is beneficial to both parties, allowing ARC to share in the ongoing success of the jointly developed technology, whilst not requiring a cash payment by ProMetic".
"ARC has played a pivotal role within PRDT in advancing the technology to a point of commercialization," commented Dr. Peter Edwardson, Vice President of Medical Technologies at ProMetic's UK division. "The P-Capt(R) prion reduction filter, in addition to the use of the prion capture affinity resin for biopharmaceutical use, has moved from an R&D focus to a commercial focus."
According to Dr. Steve Burton, Chief Executive Officer of ProMetic's UK division, "PRDT is uniquely positioned to capitalize on the growing market for prion removal. Corporate control moving from ARC to ProMetic will allow the business to be driven forward in a highly commercial fashion, allowing the full potential to be earned from the technology."
About Variant Creutzfeldt-Jakob Disease
Variant Creutzfeldt-Jakob disease ("vCJD") is a fatal central nervous system disorder which incubates without symptoms for ten years or more before beginning an inexorable clinical progression to death over a 6 to 24 months period. vCJD first appeared in 1996 following a massive exposure of the UK population to BSE contaminated meat and other bovine products during the previous decade. So far, most of the infections have occurred in children and young adults who accumulate characteristic depositions of misfolded prion proteins in their brains and other nervous tissues. The death of neurons gives a sponge-like appearance to the brain. Even though the first wave of vCJD cases has peaked, scientists remain concerned that other peaks will follow. This is because the first cases were from a single genetic subgroup of the prion protein that appears to have a shorter incubation time than other prion genotypes. Infections in these other genotypes may still be incubating. A survey of surgically removed tissues analyzed for abnormal prion protein estimated a minimum of 3,800 asymptomatic vCJD carriers in the UK. The number could be much larger. vCJD carriers appear normal and donate blood with the same frequency as the general population. So far there have been four recognized cases of transmission of vCJD by transfusion of blood donated by persons incubating the disease. Transfusion transmission appears to be highly efficient in humans and animals. The 2006 National CJD Surveillance Unit report concluded that "the incidence of vCJD may increase again, particularly if different genetic subgroups are found but with longer incubation periods". Abnormal prion proteins are an essential component of vCJD infectivity and may be the only component. The adsorption of prion proteins by PRDT ligands removes vCJD infectivity.
For additional information please refer to the following articles:
Gregori L, Lambert BC, Gurgel P et al. Reduction of transmissible spongiform encephalopathy infectivity from human red blood cells with prion protein affinity ligand. Transfusion 2006; 46:1152-1161
Wroe SJ, Pal S, Siddique D, et al. Clinical presentation and pre-mortem diagnosis of variant Creutzfeldt-Jakob disease associated with blood transfusion : a case report. Lancet 2006; 368:2061-67
About ProMetic Life Sciences Inc.
ProMetic Life Sciences Inc. ("ProMetic") (http://www.prometic.com) is a biopharmaceutical company specialized in the research, development, manufacture and marketing of a variety of commercial applications derived from its proprietary Mimetic Ligand(TM) technology. This technology is used in large-scale purification of biologics and the elimination of pathogens. ProMetic is also active in therapeutic drug development with the mission to bring to market effective, innovative, lower cost, less toxic products for the treatment of hematology and cancer. Its drug discovery platform is focused on replacing complex, expensive proteins with synthetic "drug-like" protein mimetics. Headquartered in Montreal (Canada), ProMetic has R&D facilities in the U.K., the U.S. and Canada, manufacturing facilities in the U.K. and business development activities in the US, Europe, Asia and in the Middle-East.
About the American Red Cross
The American Red Cross (http://www.redcross.org) helps people prevent, prepare for and respond to emergencies. Last year, almost a million volunteers and 35,000 employees helped victims of almost 75,000 disasters; taught lifesaving skills to millions; and helped U.S. service members separated from their families stay connected. Almost 4 million people gave blood through the Red Cross, the largest supplier of blood and blood products in the United States. The American Red Cross is part of the International Red Cross and Red Crescent Movement. An average of 91 cents of every dollar the Red Cross spends is invested in humanitarian services and programs. The Red Cross is not a government agency; it relies on donations of time, money, and blood to do its work. Ms. Mary Elcano is the Acting President and CEO of the American National Red Cross.
About Pathogen Removal and Diagnostic Technologies Inc.
Pathogen Removal and Diagnostic Technologies Inc. ("PRDT") is a joint venture established in April 2002 by The American Red Cross and ProMetic Life Sciences Inc., and allows for the exchange of technology and knowledge between the two organizations. PRDT's main goal is to develop products and devices to remove and detect different pathogens from biological sources. This research augments work that ProMetic, the American Red Cross and PRDT's scientific founders have been conducting independently for many years.
About PRDT Academic Co-founders
Dr. Ruben Carbonell, is the Frank Hawkins Kenan Distinguished Professor of Chemical and Biomolecular Engineering, and Director of the Golden LEAF Biomanufacturing Training and Education Center ("BTEC") at North Carolina State University. Dr. Carbonell's research group identifies small, robust affinity ligands for protein separation, pathogen removal and diagnostic applications using solid phase combinatorial libraries. His research program also includes the development and characterization of novel membrane filter affinity media for protein adsorption. Dr. Carbonell is the recipient of a number of teaching and research awards, including NC State's Alumni Distinguished Graduate Professorship and the Alexander Quarles Holladay Medal. Dr. Carbonell joined the faculty at NC State as a full professor in 1984. He served as head of the Department of Chemical Engineering from 1994 to 1999. Dr. Carbonell also directs the William R. Kenan, Jr. Institute for Engineering, Technology and Science and is a fellow of the American Institute of Chemical Engineers and the Industrial and Engineering Chemistry Division of the American Chemical Society.
Dr. Robert G. Rohwer is the Director of the Molecular Neurovirology Laboratory, Veteran's Affairs Medical Center and Associate Professor of Neurology, at the University of Maryland School of Medicine. For 30 years Dr. Rohwer has conducted research on transmissible spongiform encephalopathies ("TSEs"), a class of fatal neurodegenerative diseases, including Creutzfeldt-Jakob disease, which infects humans, scrapie, which infects sheep and goats, and Bovine Spongiform Encephalopathy ("BSE"), a newly emergent disease that affects both cattle and humans. Dr. Rohwer's studies on the kinetics of inactivation of the TSE agents have provided the scientific foundation for disinfection guidelines in the U.S. and worldwide. Recently Dr. Rohwer and his laboratory team have conducted critical experiments establishing the level, distribution and transmissibility of TSE infectivity in blood, the results of which are being used to shape government policies on TSE risk management around the world. Dr. Rohwer consults on the management of TSE risks for the World Health Organization, the European Commission, Health Canada, the U.S. Food and Drug Administration, the American Red Cross, the U.S. Department of Agriculture and numerous commercial clients in the biotechnology, pharmaceutical, agribusiness and related industries, including ProMetic Life Sciences Inc.
About ProMetic BioSciences Ltd
Using its unique and proprietary Mimetic Ligand(TM) technology, ProMetic BioSciences Ltd ("PBL") specializes in the development and manufacture of robust affinity separation materials which provide very high levels of purification. This is achieved by use of small chemical affinity ligands designed to bind a target biomolecule specifically and reversibly. In view of their use for the production of therapeutics, ProMetic's affinity products are manufactured according to a strict quality system based on good manufacturing practice at PBL's ISO 9001:2000 certified manufacturing facility on the Isle of Man, which completed a (pnds stlg)1.5 million expansion in 2005. PBL also operates an R&D laboratory located on the Cambridge Science Park, United Kingdom.
Forward Looking Statements
This press release contains forward-looking statements about ProMetic's objectives, strategies and businesses that involve risks and uncertainties. These statements are "forward-looking" because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, ProMetic's ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of ProMetic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations on page 21 of ProMetic's Annual Information Form for the year ended December 31, 2007, under the heading "Risk Factors". As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.
|SOURCE PROMETIC LIFE SCIENCES INC.|
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