Extension of warrant repricing programme
February 05 2009 - 8:00AM
UK Regulatory
TIDMMEDG
Medgenics, Inc.
('Medgenics' or the 'Company')
5 February 2009
Medgenics is pleased to announce that the closing date for the warrant repricing
programme announced on 17 December 2008 has been extended to 13 February 2009 to
encourage the exercise of existing warrants (on the same terms as previously
announced). The extension will allow existing warrant holders to consider an
exercise of their warrants on the advantageous terms proposed under this
programme with the benefit of knowledge of the Company's positive results from
its Phase I/II Clinical Trial of EPODURE as announced today. The Directors have
confirmed that the warrant repricing programme will not be extended beyond this
date.
This warrant repricing programme aims to strengthen the Company's cash position
to support its operations and its business development activities while
increasing the share base and reducing the number of outstanding warrants.
The warrant repricing programme enables existing warrant holders to exercise
their warrants for cash before 13 February 2009 and offers them the following
terms:
1. Reduced Exercise Price : $0.0375/share (2.5 pence/share) or the current
exercise price, whichever is lower; and
2. Bonus Warrants: for every one dollar ($1.00) or 0.667 GBP paid for
exercise of warrants during this programme, a new bonus warrant to purchase
three (3) shares of common stock in the Company of $0.0001 par value per share
("Common Shares"), which will be immediately exercisable for three (3) years at
an exercise price $0.25 per share, will be issued. For example, a total
exercise price of $10,000 will result in a bonus warrant for 30,000 Common
Shares at an exercise price of $0.25 per share.
The exercise price of any warrants that are not exercised prior to 13 February
2009 will revert to the original price as stated in the warrant prior to this
warrant repricing programme.
The current warrants outstanding in the Company are as announced this morning
and the number of warrants held by Lord Leonard Steinberg and Joel Kanter
(directors of the Company) were also announced this morning. The number of
warrants held by the remaining directors remain as previously announced on 17
December 2008.
Joel Kanter has stated that, as a result of the extension to this incentive
programme, he will (either directly or through his affiliates) exercise further
warrants at the reduced exercise price of $0.0375 to an aggregate value of
$32,139. The remaining directors (the "Independent Directors") have decided
not to exercise their warrants as part of this extension to the warrant
repricing programme so that they are able to remain independent in their
assessment of whether this extension is in the interest of all shareholders of
the Company.
In view of the interests and intended exercise of warrants at the reduced price
by Joel Kanter during the extended period of this programme, this extension to
the warrant repricing programme is considered to be a related party transaction
under the AIM rules and therefore Joel Kanter is precluded, in accordance with
the AIM rules, from expressing an opinion that the transaction is fair and
reasonable insofar as the shareholders are concerned
The Independent Directors consider, having consulted with Blomfield Corporate
Finance Limited, the Company's nominated adviser, that the terms of the
extension to this programme are fair and reasonable insofar as the Company's
shareholders are concerned.
The Independent Directors make this assessment based on the rationale for the
warrant repricing programme and in particular the Company's cash flow
requirements, the current share price, and after consideration of alternate
viable short-term fund-raising methods, especially given the current economic
climate.
The Company anticipates that the exercise of warrants between this announcement
and 13 February 2009 will have a positive impact on the Company, both in terms
of cash flow and in reducing the total number of outstanding warrants.
Warrant holders will be required to execute certain documents and make certain
representations in order to participate in the warrant repricing programme.
Further details regarding the programme and the procedures to exercise the
warrants have been posted to Warrant Holders and are also available on the
Company's website (www.medgenics.com). Warrant Holders who wish to participate
in this programme are encouraged to contact the Company for further information
on the process for doing so.
The Company would also like to correct the Directors Dealings announcement on 3
February 2009 in which all references to Ordinary Shares should have been to
common shares of US $0.0001 each (`Common Shares'). The Company has only one
class of security (Common Shares) in issue.
For further information, contact:
Medgenics, Inc. Phone: +972 4 902 8900
Dr. Andrew L. Pearlman
Grayling Global (Financial PR, UK) Phone: +44 207 255 5406
Jonathan Shillington jonathan.shillington@uk.grayling.com
Alistair Scott
Blomfield Corporate Finance Limited (Nominated Adviser) Phone: +44 207 489 4500
James Pinner
Alan MacKenzie
SVS Securities plc (Broker) Phone: +44 207 638 5600
Ian Callaway
United States contacts:
Grayling Global (Investor Relations) Phone: +1 646 284 8472
Leslie Wolf-Creutzfeldt lwolf-creutzfeldt@hfgcg.com
Grayling Global (Media Relations) Phone: +1 646 284 9455
Ivette Almeida ialmeida@hfgcg.com
NOTES TO EDITORS:
Medgenics, Inc. is a clinical-stage biopharmaceutical company developing its
unique tissue-based Biopump platform technology to provide sustained-action
protein therapy for the treatment of a range of chronic diseases.
Medgenics currently has two products in development based on this technology:
� EPODURE - producing erythropoietin (EPO) to treat anemia
� INFRADURE - producing interferon-alpha (IFN-a) to treat hepatitis C
The Company has demonstrated proof of principle of the Biopump treatment
procedure in a clinical trial using a short-acting version of EPODURE in anemic
subjects. The Company announced positive initial results in its Phase I/II
clinical trial for its long-acting version of EPODURE, designed to produce and
deliver a therapeutic dose of EPO steadily for three to six months or more,
which commenced in August 2008. The Company plans to follow with a clinical
trial of INFRADURE in 2009.
Medgenics intends to develop its innovative products and bring them to market
via multiple strategic partnerships with major pharmaceutical and/or medical
device companies, starting with EPODURE and INFRADURE.
Beyond these, Medgenics plans to develop and/or out-license a pipeline of future
Biopump products targeting the large and rapidly growing global protein therapy
market, which is forecast to reach $87 billion by 2010. Other potential areas
include multiple sclerosis (interferon-B), haemophilia (Factor XIII), paediatric
growth hormone deficiency (human growth hormone) and diabetes (insulin).
Founded in 2000, Medgenics is a US-incorporated company with major operations in
Misgav, Israel. Medgenics was admitted to AIM in December 2007 and currently
trades under two separate lines on the AIM market; the Reg.S restricted
securities trade under the TIDM (AIM: MEDG) and the unrestricted securities
trade under the TIDM (AIM:MEDU).
www.medgenics.com
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements, which include all statements
other than statements of historical fact, including (without limitation) those
regarding the Company's financial position, business strategy, plans and
objectives of management for future operations. These statements relate to
future events, prospects, developments and strategies. Forward-looking
statements are sometimes identified by their use of the terms and phrases such
as "estimate," "project," "intend," "forecast," "anticipate," "plan," "planning,
"expect," "believe," "will," "will likely," "should," "could," "would," "may" or
the negative of such terms and other comparable terminology. All such forward-
looking statements are based on current expectations and are subject to risks
and uncertainties. Should any of these risks or uncertainties materialize, or
should any of the Company's assumptions prove incorrect, actual results may
differ materially from those included within these forward-looking statements.
Accordingly, no undue reliance should be placed on these forward-looking
statements, which speak only as of the date made. The Company expressly
disclaims any obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based. As a result of these
factors, the events described in the forward-looking statements contained in
this release may not occur.
-END-
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