In line with the terms of the acquisition, Targeted Genetics will issue 22,586,073 shares of its common stock to the former shareholders of Biocontrol, with the result being that Biocontrol’s former shareholders will own approximately 50% of the outstanding equity securities of Targeted Genetics. As a condition to closing the acquisition, Biocontrol raised approximately £200,000 (USD 310,000) in working capital for use by Targeted Genetics. The rationale for the combination of the two companies is the development of Biocontrol’s science and programs and the capitalization of Targeted Genetics’ gene therapy assets.
The Board of Directors of Targeted Genetics will comprise:
- Jeremy Curnock Cook - Mr. Curnock Cook is the current Chairman of Targeted Genetics and will continue to serve as Chairman after this transaction;
- Caroline Williams - Dr. Williams is the current Executive Chairman of Biocontrol and will serve as non-executive Deputy Chairman of Targeted Genetics;
- Edward C. Cappabianca - Mr. Cappabianca is the current Chief Executive Officer of Biocontrol and will serve as the Chief Executive Officer of Targeted Genetics; and
- Dr. Michael S. Perry - Dr. Perry is a current independent director of Targeted Genetics and will continue to serve as an independent director after this transaction.
In addition to Mr. Cappabianca, management of Targeted Genetics will also include:
- Dr. David Harper - Dr. Harper is the Chief Scientific Officer and founder of Biocontrol and will serve as of Chief Scientific Officer of Targeted Genetics;
- David Poston - Mr. Poston is the current Chief Financial Officer of Targeted Genetics and will continue as Chief Financial Officer ; and
- Susan Robinson - Ms. Robinson has resigned as President and Chief Executive Officer of Targeted Genetics in connection with this transaction and is expected to serve in an advisory capacity going forward.
With respect to Ms Robinson’s stepping down as President and Chief Executive Officer of Targeted Genetics, the Board wishes to thank her for her significant contribution over the 10 years that she has been with the Company.
Additional members of the Board of Directors will be considered in due course and Targeted Genetics anticipates making a separate announcement regarding the creation and composition of a Scientific Advisory Board.
Edward Cappabianca, CEO of Biocontrol, said: “We have had strong support for this deal from our shareholders including £200,000 in financing, which combines Biocontrol with Targeted Genetics. There are many advantages for the combination, not the least of which is Targeted Genetics’ expertise in cystic fibrosis and its potential for future revenue streams, coupled with Biocontrol’s innovative bacteriophage programs. Together, the enlarged group will have more critical mass and a broader range of technologies. In the future, we aim to be a major contributory force in the battle against antibiotic resistance.”
Jeremy Curnock Cook, Chairman of Targeted Genetics, added: “The Board of Targeted Genetics has been planning a significant strategic transaction since we reported our full year results in 2010. As we said at the time of the Offer, we believe the joining of forces with Biocontrol is the best route for Targeted Genetics and its shareholders. Biocontrol has leadership in the bacteriophage field and we believe, that as part of an enlarged group, we can create more shareholder value in a much needed area of medicine.”
Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM) served as financial advisor to Biocontrol.