Apex Bioventures and Dynogen Pharmaceuticals Mutually Terminate Merger Agreement.HILLSBOROUGH, Calif. -- Apex Bioventures Acquisition Corp. (AMEX AMEX See: American Stock Exchange : PEX), a publicly traded special purpose acquisition company with healthcare industry expertise, announced today its mutual agreement with Dynogen Pharmaceuticals, Inc., a privately owned clinical stage biopharmaceutical company focused on gastrointestinal and genitourinary genitourinary /gen·i·to·uri·nary/ (jen?i-to-u´ri-nar-e) pertaining to the genital and urinary organs. gen·i·to·u·ri·nar·y adj. Abbr. disorders, to terminate the merger agreement they entered into on February 5, 2008, pursuant to which Dynogen would have merged with a subsidiary of Apex. Apex and Dynogen determined that, due to current market conditions, particularly for small capitalization public biotech bi·o·tech n. Informal Biotechnology. biotech Noun short for biotechnology Noun 1. companies, terminating the merger agreement was in the best interests of both companies and their respective stockholders. Apex is a blank check Blank check A check that is duly signed, but the amount of the check is left blank to be supplied by the drawee. company formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination, one or more domestic or foreign operating businesses in the healthcare industry. Apex will continue to search for a business with which to effect a business combination on the terms set forth in its certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. . As of March 31, 2008, the amount held in trust for the benefit of Apex's public stockholders, including $2,070,000 of deferred underwriting discounts and commissions, was approximately $67,200,956. If Apex does not sign a letter of intent by December 13, 2008 and effect a business combination by June 13, 2009, it will dissolve and liquidate To pay and settle the amount of a debt; to convert assets to cash; to aggregate the assets of an insolvent enterprise and calculate its liabilities in order to settle with the debtors and the creditors and apportion the remaining assets, if any, among the stockholders or owners of the . Conference Call Apex Bioventures senior management will host a conference call on Thursday, April 17, 2008 at 11:00 a.m., Eastern Time, to discuss the termination of the merger. Live audio of the conference call will be available to investors, members of the news media and the general public by dialing 1-800-795-1259 (United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. ) or 1-785-832-0301 (International) and referencing the code 6421310. A phone replay will be available for 30 days by dialing 1-888-203-1112 (United States) or 1-719-457-0820 (International) and referencing the code 6421310. This communication is being made in respect of the termination of the merger transaction involving Apex and Dynogen. Apex will promptly file with the SEC a Current Report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. , which will include the termination agreement as an exhibit. Forward Looking Statement Disclosure This press release contains certain "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, as amended, including statements related to the termination of the merger of Dynogen with a subsidiary of Apex. Forward-looking statements are based on Apex's estimates, beliefs and projections, and are subject to numerous risks, assumptions and uncertainties, many of which change over time and are beyond Apex's control. Actual results may differ materially from those anticipated in any forward-looking statement and you should not place any undue reliance on such forward-looking statements. More detailed information about Apex and risk factors that may affect the realization of forward-looking statements, including forward-looking statements in this press release, is set forth in Apex's filings with the Securities and Exchange Commission. Apex urges investors and security holders to read those documents free of charge at the Commission's web site at http://www.sec.gov. Interested parties may also obtain these documents free of charge from Apex. Forward-looking statements speak only as to the date they are made, and except for any obligation under the U.S. federal securities laws, Apex undertakes no obligation to publicly update any forward-looking statement as a result of new information, future events or otherwise. |
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