One for Thirty Five Share Consolidation (1592B)

TIDMMEDG TIDMMEDU

RNS Number : 1592B

Medgenics Inc

14 February 2011

Medgenics, Inc.

("Medgenics" or the "Company")

Medgenics ANNOUNCES ONE-FOR-THIRTY-FIVE REVERSE SPLIT OF COMMON SHARES

Misgav, Israel and London, UK - 14 February 2011 - Medgenics, Inc. (AIM: MEDG, MEDU), the company that has developed a novel technology for the manufacture and delivery of therapeutic proteins continuously in patients using their own tissue, announces that its Board of Directors has approved a one-for-thirty-five reverse split of its common shares of par value of US $0.0001 each ("Common Shares"). The reverse split is unconditional as of today (14 February 2011) and application will be made to the London Stock Exchange for the post-split Common Shares to begin trading as of 8:00 a.m. London Time on Monday, 21 February 2011.

Pursuant to a request sent to shareholders in January 2011, on or about January 31, 2011 the Company received the written consent of shareholders holding at least a majority of the outstanding Common Shares to a proposal to authorise the Board, in its discretion, to effect a reverse split of Medgenics' outstanding Common Shares within a range of approved ratios of between one-for-twenty and one-for-fifty, without further action by shareholders.

The intended purpose of the reverse split is to increase the per share trading price of Medgenics' Common Stock to a level that will facilitate the acceptance of the Common Shares for trading on the NYSE Amex.

Upon the effectiveness of the reverse stock split, Medgenics shareholders will be entitled to receive one new Medgenics Common Share for every 35 shares they currently hold.

In connection with the reverse split, the total number of Common Shares authorized under the Company's Amended and Restated Certificate of Incorporation will be reduced from 500 million to 100 million shares. As of immediately prior to the effective date of the stock split, there were approximately 188.6 million Common Shares outstanding. Effecting the 1-for-35 reverse split will reduce that total to approximately 5.4 million Common Shares.

Treatment of Stock Options, Warrants and Convertible Notes The number of Common Shares into which Medgenics' outstanding stock options, warrants and both issues of convertible notes are convertible, as well as the relevant exercise or conversion price per share, will be proportionately adjusted to reflect the reverse split. The number of shares authorized for issuance under Medgenics' 2006 Stock Incentive Plan will also be reduced to reflect the reverse split.

Fractional Shares The Company will not issue any fractional Common Shares as a result of the reverse split. In lieu of fractional shares, stockholders shall be entitled to receive a cash payment equal to the fraction to which such holder would otherwise be entitled multiplied by the closing price of a Common Share, immediately following the effective time, as derived from the Daily Official List in respect of the MEDU.L line.Shareholders will not be entitled to receive interest for the period of time between the effective date of the reverse split and the date the shareholder receives his or her cash payment.

Shareholders holding fewer than 35 Common Shares of Medgenics will receive only cash in lieu of fractional shares and will no longer hold any Common Shares of the Company as of the effective time of the reverse stock split.

Obtaining New Stock Certificates Medgenics will adopt a new stock certificate in connection with the implementation of the reverse split.

Capita Registrars, the Company's transfer agent, will organize the exchange of stock certificates. Shareholders of record will receive further instructions from Capita Registrars regarding the exchange of their pre-split share certificates for new certificates representing the post-split Common Shares as soon as practicable.

For further information, contact:

 
 Medgenics, Inc.                        Phone: +972 4 902 8900 
  Dr. Andrew L. Pearlman 
-------------------------------------  ------------------------ 
 Religare Capital Markets (Nominated    Phone: +44 20 7444 0800 
  Adviser) 
  James Pinner 
  Derek Crowhurst 
-------------------------------------  ------------------------ 
 SVS Securities plc (Joint Broker)      Phone: +44 20 7638 5600 
  Alex Mattey 
  Ian Callaway 
-------------------------------------  ------------------------ 
 Nomura Code Securities PLC (Joint      Phone: +44 20 7776 1219 
  Broker) 
  Jon Senior 
-------------------------------------  ------------------------ 
 De Facto Communications                Phone: +44 20 7861 3838 
  Mike Wort 
  Anna Dunphy 
-------------------------------------  ------------------------ 
 Grayling (Investment Relations - US)   Phone: +1 646 284 9472 
  Leslie Wolf-Creutzfeldt 
-------------------------------------  ------------------------

This information is provided by RNS

The company news service from the London Stock Exchange

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