To: TOPFUEL who wrote (7648 ) 6/28/2000 9:06:00 AM From: Wayne Rumball Read Replies (1) | Respond to
IMUN to merge with itself.(OTC Bulletin Board: IMUN) announced today that its Board of Directors has
approved an Agreement and Plan of Merger whereby Immune will merge with and into
its wholly-owned subsidiary, Opticon Medical, Inc. The initiative will be
presented for shareholder approval in a Proxy Statement to be mailed later this
week, in advance of the company's Annual Meeting of Stockholders scheduled for
July 27.
Immune's President, William Post, stated, "This merger will consolidate our
corporate structure into a single company domiciled in Delaware, create new
operating and cost efficiencies, and appropriately clarify our corporate
identity, benefiting both our posture in the medical device industry and our
investors."
In addition to the change in corporate name and structure, the Agreement
provides for a full conversion of all outstanding equity and securities of
Immune Response into Opticon Medical securities with identical terms. No other
shares or consideration will be issued or distributed in connection with the
transaction. The current directors and officers of Immune will continue as the
directors and officers of Opticon Medical. Upon shareholder approval and
effecting the merger, the company expects to apply to the OTC Bulletin Board for
a new trading symbol.
Assuming shareholder approval of the merger, Opticon shareholders will then be
asked to approve proposals outlined in the Proxy Statement for the adoption of a
Stock Incentive Plan and the election of a classified Board of Directors.
Immune Response, Inc., acquired Opticon Medical in February of this year.
Opticon is a development stage medical device company focused on the development
and marketing of a series of innovative and cost-effective products for use in
urology and continence care.
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, the inability of the Company to achieve the
commercialization of products under development; economic downturns affecting
the operation of the Company; the inability of the Company to obtain necessary
regulatory clearance for its products; the inability of the Company to attract
or retain the professional resources contemplated for addition to the Company's
organization; and the unavailability of financing sufficient 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 Opticon Medical
