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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 Today's News On The Net - Business Wire's full file on the Internet with Hyperlinks to your home page. URL: businesswire.com  | ||||||||||||
 
        
 
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