BERKELEY, Calif.--(BW HealthWire)--Nov. 24, 1998--XOMA Corporation
(Nasdaq:XOMA) today announced that its Board of Directors has unanimously approved a
proposal to change the Company's legal domicile from Delaware to Bermuda.
The proposed change, made in anticipation of possible future approvals and
commercialization of NEUPREX(R) and other products, will allow XOMA to take
advantage of certain tax and other benefits not available under the current corporate
structure. The transaction will be tax free to XOMA's stockholders, and is expected to have
little or no tax cost to the Company. It will have no impact on XOMA's operations in
Berkeley and Santa Monica.
"If we succeed with NEUPREX(R), we anticipate a significant portion of our future
revenue will originate outside the United States," said Jack Castello, XOMA's Chairman,
President and Chief Executive Officer. "Therefore, we believe that establishing an
appropriate corporate structure now may significantly reduce our long-term effective income
tax rate and provide other benefits, such as facilitating collaborations and partnerships. At
the same time, we have an unusual combination of financial circumstances that lets us
implement this change with little or no tax cost to the Company, and none to our
stockholders."
The proposal must be approved by the holders of a majority of the shares of XOMA
common stock. Details will be explained in a Proxy Statement/Prospectus and other
materials to be filed with the Securities and Exchange Commission and mailed to
stockholders. Those materials will be the only means by which a solicitation to approve this
proposal will be made.
XOMA develops and manufactures protein, peptide and monoclonal antibody
pharmaceuticals. The Company's medical targets include bacterial and fungal infections,
infectious complications (such as those following traumatic injury or surgery) and
immunologic disorders. XOMA's primary drug development platform is BPI
(bactericidal/permeability-increasing protein), a protein found in human white blood cells
that has multiple anti-infective properties. The Company's first BPI-derived product,
NEUPREX(R) is in Phase III trials for two indications.
Statements made in this press release relating to the timing of clinical trials and other
aspects of product development, regulatory approvals, and plans for sales and marketing, or
that otherwise relate to future periods, are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These statements are based on assumptions, which may not prove accurate. Actual
results could differ materially from those anticipated, due to risks inherent to the
biotechnology industry and for companies engaged in the development of new products in a
regulated market. These risks, including those related to the results or timing of pending or
future clinical trials, changes in the status of the Company's collaborative relationships,
uncertainties regarding the legal standards applicable to biotechnology patents, actions by
the U.S. Food and Drug Administration or the U.S. Patent and Trademark Office, and the
Year 2000 issue are discussed in the Company's most recent annual report on Form 10-K
and in other SEC filings. Consider such risks carefully in evaluating XOMA's prospects. |
