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Gold/Mining/Energy
SignalGene T.SGI
An SI Board Since February 2000
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Emcee:  suigeneris Type:  Unmoderated
SignalGene to Acquire GeneScape Inc. in
Conjunction With a $3.7M Private Placement

MONTREAL--(BUSINESS WIRE)--Feb. 23, 2000-- (TSE:SGI.)
SignalGene Inc. has signed a letter of intent to acquire all
outstanding shares of GeneScape Inc., a Toronto-based functional
genomics company, in a share exchange transaction valued at $12.7M.
The agreement includes a private placement totaling $2.7M by two of
GeneScape's current shareholders, the Business Development Bank of
Canada (BDC) and Royal Bank Venture Inc. (RBVI). An additional $1M
will be invested directly into SignalGene by Societe Innovatech du
Grand Montreal on closing of the proposed acquisition. SignalGene will
issue approximately 7.16 million new shares under these transactions
at a price of $1.914 per share, the weighted average of the shares for
the 10 trading days prior to the date of the letter of intent. The
acquisition is subject to compliance with certain conditions and to
approval by regulatory authorities. It is expected to close on or
around March 20, 2000.
GeneScape is a privately owned company that has developed
breakthrough technologies for the identification and validation of
novel targets for the discovery of new therapeutic drugs. Their
technology platform is powered by STAR (Subtractive
Transcription-based Amplification of mRNA), which is covered by a
first-of-type issued US patent. STAR permits the selective
amplification and isolation of otherwise normal gene messages that are
increased or decreased in cells in the course of disease or following
treatment with drugs, all without any prior knowledge of the sequences
of the affected genes. The differentially expressed messages isolated
by STAR can then be further screened using other technologies
proprietary to GeneScape. MACS (MacroArrays for Clinical Screening)
identifies specific genes that are markers of the disease process or
drug response, and FAST (Facilitated Antisense Sequence Tags) permits
accelerated validation of potential drug targets by blocking specific
gene activity in living cells. Taken together, GeneScape's
technologies constitute a powerful platform for the rapid
identification of disease markers and drug targets based on
differential gene expression.
"GeneScape's platform for identification and validation of
differentially expressed messages represents a perfect complement to
SignalGene's current genomics technology portfolio", said Michael
Dennis, Ph.D., President & CEO of SignalGene. "Our established
genetics-based technologies for positional cloning and allele
association focus on identifying changes in gene sequence that are the
root causes of disease and toxic drug responses. The GeneScape
platform will expand our capabilities by permitting the analysis of
even the smallest changes in gene expression that occur in disease
tissue or following drug treatment. This will significantly enhance
our ability to discover and validate novel disease markers and drug
targets in our ongoing research programs, and increase the value of
our technology portfolio for strategic alliances with pharmaceutical
partners", continued Dr. Dennis. "We are extremely pleased to have
reached this agreement with GeneScape. It confirms our strategy of
consolidating valuable genomics assets and talent through acquisition,
and it brings two seasoned investor groups into SignalGene's share
capital, namely the BDC and RBVI, who will each have one observer on
the Board of Directors," he concluded.
Following the acquisition, GeneScape's scientific activities will
be integrated into SignalGene's Montreal operations, leading to the
creation of at least ten high technology positions at SignalGene over
the next year. GeneScape cofounder and Chief Scientific Officer,
Lawrence T. Malek, Ph.D., who is also the principal inventor of
GeneScape's technologies, will join the management team of SignalGene
as Vice President, Target Discovery. Dr. Malek has over 19 years of
experience in industrial research in biotechnology, including 11 years
in research management positions at Cangene Corporation. While at
Cangene, he was the principal inventor of NASBA, a revolutionary
technology for RNA-based amplification and detection that was acquired
by Organon Technika and is currently used in clinical diagnostics.
The current CEO of GeneScape, Bradley Thompson, Ph.D., will join
SignalGene's Board of Directors, subject to approval by regulatory
authorities. Dr. Thompson was previously cofounder, Chairman and CEO
of Synsorb Biotech Inc., a Canadian biopharmaceutical company that
trades on the TSE and NASDAQ exchanges. Dr. Thompson recently
cofounded Oncolytics Biotech Inc, a Calgary-based cancer therapeutic
company listed on the CDNX exchange, where he holds the positions of
Chairman, President and CEO.
"The acquisition of GeneScape by SignalGene creates an integrated
genomics company of great depth", said Dr. Brad Thompson. "This has
been a goal of the shareholders of both companies, and we are pleased
to become a part of SignalGene."
SignalGene is active in the identification of human genes and the
validation of novel targets for drug discovery to diagnose and treat
major human disorders such as Alzheimer's disease, breast cancer,
psoriasis, osteoporosis and obesity. Benefiting from the support of
leading biomedical and clinical scientists in Quebec university
hospitals and having at its disposal a rich portfolio of technology
platforms and research programs, SignalGene also employs some 28
people in its Montreal headquarters and laboratories. The shares of
the Company are listed on The Toronto Stock Exchange under the symbol
SGI.
SIGNALGENE: LEADER FOR THE MEDICINE OF TOMORROW
--30--jlm/in*
CONTACT: SignalGene Inc.
Michael Dennis, Ph.D., 514/850-2421
or
SignalGene Inc.
Lucie St-Georges, CA, 514/850-2409
or
Pyramid Public Relations
Bertrand Morin/Richard Doin, 514/845-2257

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