Terms of the Agreement
Under the terms of the proposed merger, OncoGenex' stock and debenture holders will receive approximately 37 million shares of Sonus common stock and OncoGenex will become a wholly owned subsidiary of Sonus Pharmaceuticals, Inc. Following the close of the proposed transaction, OncoGenex stockholders will hold 50% of Sonus' outstanding shares of common stock. An additional 25 million shares will be held in escrow and released to OncoGenex' shareholders upon achievement of specific milestones that are intended to demonstrate continued development of OncoGenex' assets and execution of the combined company's business plan. The proposed transaction received unanimous approval from the Boards of Directors of Sonus and OncoGenex, and is expected to be completed in the third quarter of 2008, subject to regulatory approval, and the approval of Sonus' and OncoGenex' shareholders.
The Board of Directors of the combined company will be composed of seven members, most of whom will be drawn from the existing Boards of both companies. Three members will be nominated by the Sonus Board members, three members will be nominated by OncoGenex Board members and those combined six members will appoint a seventh Board member.
Ferghana Partners acted as financial adviser to Sonus throughout the selection, analysis and negotiation of this transaction. Additionally, Leerink Swann & Co. provided an independent fairness opinion to the Board of Directors of Sonus.
The company will hold a joint conference call on Wednesday, May 28, 2008 at 11:00 a.m. Pacific Time to discuss the proposed merger. Mike Martino, President and CEO of Sonus, and Scott Cormack, OncoGenex' President and CEO will host the call.
To participate in the live call by telephone, please dial (866)
250-2351 from the U.S. or (303) 262-2143 from outside the U.S. Please use
conference ID number 11114594 followed by the number sign. Participants ar
|SOURCE OncoGenex Technologies Inc.|
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