BioQuest Inc. and Biokeys Inc. Sign Definitive Merger Agreement
Business Editors/Health & Medical Writers
HOUSTON--(BUSINESS WIRE)--May 25, 2000--BioQuest Inc. (Pink Sheets:HIVX) announced today that the company has signed a Definitive Merger Agreement with Biokeys Inc. of San Diego.
The agreement, subject to final approval and consent by shareholders, is a merger of equals and is intended as a tax-free transaction. BioQuest, which currently has 12,361,666 shares outstanding will, under the terms of the merger, undergo a reverse stock split of 1 for 1.76595 resulting in 7,000,000 shares outstanding. BioQuest will then issue 7,000,00 additional shares to Biokeys shareholders in exchange for all the outstanding shares of privately held Biokeys resulting in the combined company having 14,000,000 shares outstanding. The company will continue to be quoted for trading on the Pink Sheets under the stock symbol "HIVX" and will change its name to Biokeys Pharmaceuticals Inc. As soon as the merger becomes effective, the combined company will apply to the SEC to register as a fully reporting company.
Biokeys is a development stage pharmaceutical company with two new anticancer agents and a broad-spectrum antiviral based upon two new platform technologies for drug discovery. CoFactor(TM), the lead compound, is a biomodulator targeted to replace leucovorin which is used in conjunction with the world's most widely-used chemotherapeutic, 5-FU (5-Fluorouracil). In Phase I-II clinical trials in colorectal and breast cancer, CoFactor was administered to 62 patients receiving weekly 5-FU therapy. Average duration of remissions was increased at least twofold over 5-FU/leucovorin. CoFactor is being readied to enter Phase III clinical trials in Scandinavia and the United States. Biokeys is also engaged in preclinical studies of a platform technology for a family of cancer chemotherapeutics referred to as organoselenones. The first compound, called Selone(TM), is expected to address tumor resistance problems associated with currently used platinating and alkylating agents for brain, head and neck, ovarian and breast cancers. Finally, the company has developed Thiovir(TM), which is the first drug in a new family of orally bioavailable compounds, which has demonstrated preclinical effectiveness as an anti-HIV and anti-HIV opportunistic infection agent. Thiovir has also demonstrated potential in early animal studies for treatment of HPV (human papillomavirus) which is associated with the pathogenisis of cervical cancer in humans.
BioQuest is a biotechnology company focused on antiviral therapy, prophylaxis, and cell-mediated immunity immunotherapeutic and vaccine development for HIV/AIDS. The first compound, an HIV blocking agent code-named R-15-K occupies the binding sites on the surface of human immune system cells and has been shown in laboratory and animal testing to prevent infection by HIV. The second product, code-named S-4-S, is a compound that, in in vitro testing, has shown the ability to strip the binding proteins from the surface of HIV to render it non-infectious. Thirdly, BioQuest has an immune system stimulant, already tested in primates, which appears to be able to clear HIV-infected cells. Unlike standard vaccine approaches, it elicits a strong cellular immune response without producing antibodies. Other companies, pursuing the traditional antibody-based vaccine approach, have been uniformly unsuccessful because of HIV's unique ability to exploit the human immune system.
Interest in this cell-mediated immunity technology has resulted in BioQuest recently entering into a preliminary agreement with Biovector Therapeutics of Lebege, France. The agreement calls for BioQuest and Biovector to cooperate in the development of an HIV vaccine candidate to be used as a therapeutic immune system stimulant capable of clearing HIV infection from infected individuals with the additional goal for use as a protective vaccine. Biovector's technology is licensed from a group of French Academic Institutes including INSERM (Institut Nationale Sante et Recherche Medical) and IPL (Institut Pasteur Lille). Investigators at INSERM and IPL, led by Dr. Jean Gerard Guillet and Dr. Helene Gras-Masse, have patented the technology of facilitating the induction of cellular immune responses using lipopeptide constructs to deliver CTL-inducing antigens through the MHC Class I pathway. These constructs, integrating relevant fragments of multiple HIV proteins, have been tested in healthy human volunteers in a safety study in France showing their potential as vaccine candidates.
As previously announced, the combined company's board of directors will consist of M. Ross Johnson, Ph.D., former president and CEO of Trimeris Inc. (Nasdaq:TRMS), who will serve as chairman. Also serving will be Nicholas Jon Virca, former president & chief operating officer of Biokeys, who will be the new president & chief executive officer and Mr. Warren C. Lau, previously the president and cofounder of BioQuest, who will serve as executive vice president & chief financial officer. Frank E. O'Donnell, Jr., M.D., the former chairman & CEO of Biokeys, will join the new board of directors. Dr. O'Donnell is the
founder and managing partner of The Hopkins Capital Group LLC, whose principals have acted as founder/venture capitalists of companies such as VISX Inc (Nasdaq:VISX), Psychemedics (AMEX:PMD), and Star Scientific (Nasdaq:STSI). He is currently chairman of the board of LaserSight Inc. (Nasdaq:LASE) as well as American Prescription Providers Inc., which is the largest provider of HIV/AIDS prescription drugs in the Northeastern United States. Also on the board will be R. Wayne Fritzsche who, along with Nobel Laureate Dr. Jonas Salk, was one of the founders of Immune Response Inc. (Nasdaq:IMNR).
This press release contains forward looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are made based on management's current expectations and beliefs. Actual results may vary from those currently anticipated based upon a number of factors, including uncertainties inherent in the drug development process, the timing and success of clinical trials, and the receipt of necessary approvals from the United States Food and Drug Administration. The company undertakes no obligation to release publicly any revisions which may be made to reflect events or circumstances after the date hereof. |
