Alliance Pharmaceutical Corp. Announces Sale of Preferred Stock.SAN DIEGO--(BW HealthWire)--Aug. 17, 1998--Alliance Pharmaceutical Corp. (NASDAQ-ALLP) today announced the sale of 100,000 shares of convertible redeemable preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. to three institutional investors for $6 million. Brown Simpson Asset Management (BSAM BSAM Basic Sequential Access Method BSAM Basic Software Acquisition Management course (at IRMC/DSMC also known as SAM 101) BSAM Business Subject Area Model BSAM Bachelor of Shuddha Ayurvedic Medicine BSAM Basic Synchronous Access Method ) was the lead investor in the transaction. Alliance has the option to sell similar preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. to the investors from time to time through early 1999 in an amount not to exceed an additional $14 million. CIBC CIBC Canadian Imperial Bank of Commerce CIBC Centres Interinstitutionnels de Bilan de Compétences CIBC Commonwealth Institute of Biological Control (Trinidad) CIBC Commercial International Brokerage Company Oppenheimer and Salomon Smith Barney served as advisors to Alliance in the financing. The proceeds from the financing will be used for Alliance's continued development efforts. The company has three products currently in or nearing late stage clinical (human) testing. Imagent(R) is an ultrasound contrast agent currently in a Phase III trial in the U.S. Phase II studies have been completed for Oxygent(TM), an intravascular intravascular /in·tra·vas·cu·lar/ (in?trah-vas´ku-lar) within a vessel. in·tra·vas·cu·lar adj. Within one or more blood vessels. oxygen carrier. LiquiVent(R) is an intrapulmonary "liquid ventilation" agent that has completed Phase II studies in adults. The investors obtained a right to receive a royalty on future sales of one of Alliance's products under development, provided that such product is approved by the FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. by December 2003. The royalty amount will be between 0.4% and 1.6% of the product's net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight for a period of three years. Alliance has certain rights to repurchase the royalty right. The 100,000 preferred shares are convertible into Alliance common stock at $6 per share through January 3, 1999, and thereafter certain adjustments may apply based on the market price. There will be no fixed discounts from market price associated with this transaction. Alliance has the right to redeem the preferred shares under certain circumstances. No dividends will accrue to the holders and no warrants were issued in connection with the transaction. "This financing is unique in that it gives us the opportunity to participate in the sales of one of the products that Alliance is currently developing." said BSAM Principal, Mitchell D. Kaye. "We are confident that the tying of the specific fundamental success of Alliance to our investment will provide us substantial upside potential Upside potential The amount by which analysts or investors expect the price of a security may increase. upside potential The potential price or gain that may be expected in a security or in a security average, generally stated as the dollar ." Duane Roth, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Alliance stated, "We are pleased to have completed this transaction with Brown Simpson Asset Management and the other investors. The investors' willingness to forego the customary fixed returns on instruments such as the preferred stock is an indication of their perception of the value of the products we are developing." Alliance is a pharmaceutical research and development company focusing on transforming novel scientific discoveries into innovative drug products. Three products based on its perfluorochemical technologies are currently in late-stage clinical development: Oxygent (perflubron emulsion), its intravascular oxygen carrier to temporarily augment oxygen delivery in surgical and other patients at risk of acute tissue oxygen deficit; LiquiVent (neat perflubron), an intrapulmonary agent to reduce a patient's exposure to the harmful effects of conventional mechanical ventilation mechanical ventilation n. A mode of assisted or controlled ventilation using mechanical devices that cycle automatically to generate airway pressure. ; and Imagent, an intravenous contrast agent for enhancement of ultrasound images to assess cardiac function and detect blood flow abnormalities (perfusion defects), which is being co-developed with Schering AG, Germany. Except for historical information, the matters set forth in this release are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth herein, including the uncertainties associated with the conduct of preclinical or clinical studies and the timing or ability to investigate scientific data. Alliance refers you to cautionary information contained in documents the Company files with the Securities and Exchange Commission from time to time, including the last Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and Form 10-Q, and those risk factors set forth in the recent registration statement on Form S-3 (Registration Number 333-15905). For further information contact Gwen Rosenberg, Vice President of Corporate Communications, at (619) 558-4375.
CONTACT: Alliance Pharmaceutical
Gwen Rosenberg, 619/558-4375
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