YMB YM Bio.'b'ser1

    Update - YM BioSciences to acquire Eximias Pharmaceutical Corporation

 

    - U.S. based Eximias to become a wholly-owned subsidiary of YM -

 

    MISSISSAUGA, ON, April 16 /CNW/ - YM BioSciences Inc. (AMEX:YMI, TSX:YM,

AIM:YMBA), the cancer product development company, today provided additional

information regarding the definitive agreement it has entered into to acquire

Eximias Pharmaceutical Corporation (Berwyn, Pennsylvania), a privately-held

pharmaceutical company engaged in the acquisition, development and

commercialization of products for the treatment of cancer and cancer related-

disorders.

    The acquisition is designed to amplify YM's critical mass, specifically

in its management team and cash resources. It allows YM to expand capabilities

for the development and commercialization of the products currently in

clinical development and to establish a presence in the US, particularly

within the oncology and financial communities. There is no intention to

further develop the products in the Eximias portfolio at this time.

    Eximias employs a seasoned management team and currently has cash

resources in excess of US $30 million. From the current cash resources of

Eximias certain Eximias shareholders may be paid in cash, provided that at

closing Eximias cash resources will be a minimum of $25 million. YM will

purchase Eximias for a number of common shares equivalent to the cash

resources of Eximias at closing, or approximately 4.5 million shares at the

minimum, as well as a premium of approximately 450,000 shares in recognition

of the value of the organization. YM's common shares will be issued at the

VWAP (volume weighted average price) for the five-day period prior to the

closing of the transaction but limited to a range of 15% of the 5-day VWAP on

April 13th, the date of signing.

    The definitive agreement has been approved by the Boards of Directors of

both companies and by the stockholders of Eximias. Approval by YM shareholders

is not required. The transaction is expected to close in early May 2006,

subject to the satisfaction of certain closing conditions, at which time

Eximias will become a wholly-owned subsidiary of YM operating as

YM BioSciences USA Inc. and will serve as YM's base of operations in the

United States. In order to maintain compliance with United States securities

laws, communications regarding the transaction must remain limited until

closing, at which time management intends to schedule a conference call with

investors and analysts.

    Upon completion of the transaction, Mr. David Allan will continue as

Chairman and CEO of YM BioSciences and several appointments will be made to

YM's Board of Directors and management team. Ms. Gail Schulze, currently

President and CEO of Eximias, will become President of YM BioSciences and CEO

of YM BioSciences USA Inc., as well as a Director of YM. Ms. Schulze has more

than 25 years of pharmaceutical industry experience. Dr. James Barrett,

currently a member of the Eximias Board of Directors, will become a Director

of YM. The other eight members of YM's Board of Directors will continue to

serve in their current capacity.

    The current management team of YM BioSciences will remain in place and be

expanded to include senior members of the Eximias management team in Clinical,

Regulatory, Marketing, Manufacturing and Corporate Development.

    The YM common shares to be offered to Eximias stockholders pursuant to

the transactions have not been and will not be registered under the United

States Securities Act of 1933, as amended (the "Act"), and may not be offered

or sold in the United States in the absence of registration or an applicable

exemption from the registration requirements of the Act.

 

     

    For further information: Enquiries: David Allan, CEO, YM BioSciences

Inc., Tel: (905) 629-9761; Gail Schulze, President and CEO, Eximias

Pharmaceutical Corporation, Tel: (610) 560-0665

    (YM. YMI)

 

 



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