News Release IMMUNE RESPONSE SIGNS DEFINITIVE AGREEMENT TO ACQUIRE OPTICON MEDICAL;
IMMUNE SHAREHOLDERS APPROVE THREE PROPOSALS AT SPECIAL SHAREHOLDERS
Meeting
ENGLEWOOD, Colo., Jan 24, 2000 /PRNewswire via COMTEX/ -- Immune
Response, Inc. ("Immune") (Nasdaq: IMUR) announced that it has signed a
definitive agreement to acquire privately held Opticon Medical, Inc.
("Opticon") through a newly formed wholly owned subsidiary. Terms of
the agreement call for the existing stockholders of Immune to retain
20% of the newly merged company on a post-merger basis through a
tax-free exchange of stock. Upon completion of the merger, the current
officers and directors of Immune Response will step down and a new
board of directors chosen by Opticon will take over. The current
management of Opticon will operate the newly merged company.
Opticon, based in Dublin, Ohio, is a development stage company focused
on the design, development and marketing of a series of innovative,
cost-effective devices for the management and control of adult urinary
incontinence and for use in traditional urinary management. Opticon
possesses the patents to an innovative product, the OPTICON(TM), a
disposable, silicone, indwelling valved catheter designed to prevent
urine leakage from the lower urinary tract. Unlike traditional urinary
catheters, the OPTICON does not require a system of urine collection
bags and collecting tubes.
"We are very excited to have the definitive agreement executed as we
move toward completing the transaction within the next few weeks," said
William J. Post, Opticon's President. "This transaction will
immediately enhance our access to the public markets as we seek to make
the all important step from pure research and development to
manufacturing and production."
Opticon is led by a team of officers and directors with extensive
experience in the healthcare industry. Mr. Post is a 23-year healthcare
industry veteran with significant experience in new business
development and marketing. Mr. Post has held executive level positions
with healthcare companies such as Medex, Inc., Ohmeda/BOC Healthcare
and Spectramed, Inc., Instrumentation Laboratories, Inc. and
Travenol-Genentech Diagnostics, a division of Baxter. Opticon's
Chairman, Walter L. Sembrowich, Ph.D., is President and founder of
Aviex, Inc., a provider of investment and development services to
start-up and early stage medical companies. Dr. Sembrowich is a founder
of Diametrics Medical, Inc., a manufacturer and marketer of a
point-of-care blood analysis system, and is a director of St. Jude
Medical, a leader in cardiovascular products and technologies.
Closing of the transaction is subject to, among other things,
successful completion of final due diligence, completion of certain
additional documents, obtaining corporate and any necessary regulatory
approvals, approval of the transaction by Opticon's shareholders,
certain financing conditions, and other customary pre-closing
conditions.
Immune also announced today the results of its Special Meeting of
Shareholders held on January 20, 2000 in Denver, Colorado. At the
meeting, the Company's shareholders approved three proposals including:
a one for three (1 for 3) reverse stock split of the Company's common
stock; a reduction in the affirmative shareholder vote necessary to
approve major transactions from two-thirds to a majority of shares
outstanding; and the authorization to issue up to 1,000,000 shares of
"blank check" preferred stock and to increase the authorized capital of
the Company to 26,000,000 shares.
The company is presently completing the paperwork necessary to
effectuate the reverse stock split and will announce the effective date
in the near future.
The statements included in this press release concerning predictions of
economic performance and management's plans and objectives constitute
forward-looking statements made pursuant to the safe harbor provisions
of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended. These statements
involve risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements. Factors which
could cause or contribute to such differences include, but are not
limited to, factors detailed in Immune's Securities and Exchange
Commission filings; regulatory approvals; any necessary stockholder
approvals for either Immune or Opticon; economic downturns affecting
the operations of Immune or Opticon; the inability of Opticon to
receive necessary Regulatory approval for its products; the inability
to initiate or complete any contemplated restructuring, offering,
acquisition or other transaction; and the unavailability of financing
to complete management's plans and objectives. The forward-looking
statements contained in this press release speak only as of the date
hereof and the Company disclaims any intent or obligation to update
these forward-looking statements.
SOURCE Immune Response, Inc. |
