AMDL Stockholders Approve Acquisition of Jade Pharmaceuticals at Stockholders' Meeting
September 11 2006 - 6:00AM
PR Newswire (US)
TUSTIN, Calif., Sept. 11 /PRNewswire-FirstCall/ -- AMDL, Inc.
(AMEX:ADL), developer and marketer of tests for the early detection
of cancer and other serious diseases, announced today that at the
stockholders' meeting held September 8th, the stockholders approved
all of the matters set forth in the Proxy Statement dated July 14,
2006, including the acquisition of Jade Pharmaceuticals Inc. (JPI)
and its two wholly owned People's Republic of China-based
subsidiaries. The stockholders also approved a number of other
proposals increasing the authorized capital stock and approving a
reverse split of the outstanding shares. JPI's business activities
in China provide AMDL access to the fastest growing pharmaceutical
market in the world and an ideal platform to introduce AMDL's
DR-70(R) cancer test kits and Combination Immunogene Therapy
technology. "We are delighted that the stockholders have
overwhelmingly approved the acquisition of JPI and the other
matters set forth in the proxy statement. Upon the closing, we will
begin implementing the combined business strategy that encompasses
the new vision for a U.S. and Asia-Pacific based company," said
Gary Dreher, AMDL CEO. Henry Jia, JPI's Director-nominee and
Secretary, stated "the completion of this transaction provides a
unique opportunity to greatly build on JPI's existing business and
creates a strong platform for expansion into the Chinese and
Asia-Pacific markets." JPI recently announced that it has obtained
China State Food and Drug Administration approval for their drug
Ondansetron(R) (Ondansetron Hydrochloride Injection) for immediate
use in hospitals and clinics in the People's Republic of China.
Ondansetron(R) is highly effective in preventing the emesis and
nausea caused by cancer treatments such as radiotherapy and
chemotherapy. The new drug works with a patient's dopamine
receptors to ameliorate the adverse side effects of radiation and
chemotherapies providing better patient comfort, improved recovery
times, and accelerated treatment cycles. The global market for
drugs to combat chemotherapy-induced nausea and vomiting exceeds $2
billion, according to a study by the Multinational Association of
Supportive Care in Cancer. If not prevented, this nausea afflicts
85 percent of cancer patients undergoing chemotherapy and can
result in a delay or discontinuation of treatment. JPI has also
agreed to cooperate with the gene therapy research team of the
Academy of China Military and Medical Sciences (ACMMS). This
collaboration will gain powerful support for AMDL's Combination
Immunogene Therapy product development in China including clinical
trials and a path hopefully leading to Chinese regulatory approval
for use in that nation. JPI has also entered into a research and
development agreement with New Way Pharmaceuticals of Haikou,
Hainan Province, China. New Way will provide use of their research
facilities free of charge and the Provincial government has
committed to provide land and grants to build a manufacturing base
for gene therapy products. The closing of the acquisition is
expected to occur on September 28, 2006, concurrently on the
effective date of the proposed reverse stock split. At the same
time as the closing of the JPI acquisition occurs, all outstanding
shares of AMDL Common Stock will be reverse split on a basis to be
announced later, but on a no less than one-for-three and no more
than a one-for-ten basis, effective 12:01 EDT on September 28,
2006. AMDL's stock will begin trading on the American Stock
Exchange on a split-adjusted basis on September 28, 2006. The
reverse split, assuming the concurrent closing of the acquisition
of JPI, will allow AMDL to become in compliance with AMEX's listing
standards. The exercise or conversion price, as well as the number
of shares that can be issued, under the Company's outstanding stock
options, warrants and convertible securities, will be
proportionately adjusted to reflect the reverse stock split. The
number of shares reserved for issuance under AMDL's equity
compensation plans will also be reduced proportionately. No scrip
or fractional share certificates of common stock will be issued in
connection with the proposed reverse stock split. Stockholders of
record holding a number of shares not evenly divisible by the exact
number of shares used in the reverse split formula who would
otherwise receive a fractional share of common stock will receive
one share of common stock in lieu of each fractional share
resulting from the proposed reverse stock split. The stockholders
of AMDL are not being asked to exchange the certificates for their
existing shares of common stock for certificates for shares of
post-reverse split common stock, however they are entitled to do so
if they wish. About AMDL AMDL, Inc. (AMEX:ADL), headquartered in
Tustin, California, is a theranostics company, involved in the
detection and treatment of the same disease, cancer. AMDL is the
inventor, developer and worldwide marketer through exclusive
distribution agreements of the DR-70(R) non-invasive cancer blood
test, which has demonstrated its ability to detect the presence in
humans of up to 13 cancers 84 percent of the time overall. In a
study published in the Journal of Immunoassay (1998, vol. 19, pp
63-72) DR-70(R) was shown to detect at least 13 different types of
cancer (lung, breast, stomach, liver, colon, rectal, ovarian,
esophageal, cervical, trophoblastic, thyroid, malignant lymphoma,
pancreatic) although the sample size for 9 of the cancers was not
statistically significant. Clinical trials of DR-70(R) have been
conducted in Canada, China, Germany, Taiwan and Turkey. DR-70(R)
can detect many kinds of cancer using a single tube of blood,
eliminating the need for costly, multiple tests. AMDL also owns a
combination immunogene therapy technology that is a possible
treatment for those already diagnosed with cancer and could
eventually be used as a vaccine to protect patients known to be at
risk because of a family history for certain types of cancer. The
combination therapy both builds the body's immune system and
destroys cancer cells. More information about AMDL and its
additional products can be obtained at http://www.amdl.com/.
Forward-Looking Statements The Company intends that the statements
in this press release that are not historical constitute
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21 of the
Securities Exchange Act of 1934, as amended and are subject to
numerous risks and uncertainties, including the risks (i) that the
transaction described may not be completed when expected, or at
all, (ii) the risk that the terms of the definitive acquisition
agreements may materially differ from that disclosed herein, (iii)
the risks related to the inability to obtain or meet conditions
imposed for, governmental and other approvals of the transaction,
including the approval by the stockholders of AMDL, (iv) risks
related to the uncertainty surrounding the transaction and
transactions of this type and (v) the costs related thereto. In
addition, these forward-looking statements are subject to the other
risks of AMDL's business, including, but not limited to, (a) AMDL's
failure to complete successfully the development of new or enhanced
products, (b) AMDL's future capital needs, (c) the lack of market
demand for any new or enhanced products that AMDL may develop, (d)
the lack of market acceptance of AMDL's products and its limited
revenues to date, (e) the success of competitive products, other
economic factors affecting AMDL and its markets, and (f) other
risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission. The actual results may differ
materially from those contained in this press release. The Company
disclaims any obligation to update any statements in this press
release in the event of new circumstances or unanticipated events
that may occur in the future. Contact: AMDL, Inc. Gary L. Dreher
President & CEO (714) 505-4460 DATASOURCE: AMDL, Inc. CONTACT:
Gary L. Dreher, President & CEO of AMDL, Inc., +1-714-505-4460
Web site: http://www.amdl.com/
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