CELLCOR INITIATES REDUCTION OF OPERATING COSTS PRIOR TO MERGER WITH CYTOGEN.NEWTON, Mass.--(BUSINESS WIRE)--July 28, 1995--Cellcor, Inc. (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). :CLTX) and CYTOGEN Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CYTO CYTO Croydon Youth Theatre Organisation (UK) ) announced that, as part of Cellcor's decision to reduce its operating costs operating costs npl → gastos mpl operacionales prior to the anticipated merger of the two companies (announced on June 16, 1995), Cellcor has implemented a staff reduction program in consultation with CYTOGEN. In connection with this effort, Richard R. D'Antoni, President and Chief Executive Officer, and Harry W. Wilcox, III, Senior Vice President of Business Development and Chief Financial Officer, no longer serve in their respective capacities. Mr. D'Antoni has also resigned from Cellcor's Board of Directors. The staff reduction program will reduce Cellcor's staff from 46 to 30 employees by the effective date of the merger. The majority of these reductions will occur in Cellcor's administrative and financial groups. CYTOGEN has agreed to provide certain management consulting Noun 1. management consulting - a service industry that provides advice to those in charge of running a business service industry - an industry that provides services rather than tangible objects services to Cellcor's remaining scientific, clinical and manufacturing groups. Ronald J. Brenner, Ph.D., the Managing Partner of the managing general partner of Hillman Hillman was a famous British automobile marque, manufactured by the Rootes Group. It was based in Ryton-on-Dunsmore, near Coventry, England, from 1907 to 1976. Before 1907 the company had built bicycles. Medical Ventures partnerships, will assume the role of Cellcor's President and Chief Executive Officer. Once the merger is completed, Dr. Brenner and John E. Bagalay, Jr., Ph.D. a Director of Cellcor, will be appointed to CYTOGEN's Board of Directors. The management of CYTOGEN will be unaffected by the merger. Richard R. D'Antoni stated, "I believe that as a result of the anticipated merger, Cellcor's senior scientific team, together with support from CYTOGEN's management group, are in an excellent position to protect and advance Cellcor's key assets." Hillman Medical Ventures partnerships (Hillman), a private investment firm specializing in early to mid-size healthcare businesses, own approximately 50.5% of Cellcor's common stock and 95.2% of the 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. . Hillman has agreed to vote in favor of the merger. As reported on June 16, 1995, in conjunction with CYTOGEN's acquisition of Cellcor, there will be a subscription offering which will allow record holders of Cellcor common stock (as of the record date for the special meeting of Cellcor stockholders to be held to approve the merger) to purchase for cash up to approximately $24 million of CYTOGEN common stock at $3.89 per share. Consummation of the merger is conditioned upon the purchase of at least $12.0 million of the subscription offering. Hillman has committed to purchase $12.0 million of the offering. These transactions also remain subject to, among other things, the effectiveness of a registration statement and a joint proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. which has been filed with the Securities and Exchange Commission, certain other regulatory approvals, and the approval of both sets of stockholders. At this time, Cellcor and CYTOGEN expect that the joint proxy statement will be mailed by the end of August. CYTOGEN is a biopharmaceutical company engaged in the development and marketing of products for the targeted delivery of diagnostic and therapeutic substances directly to sites of disease. CYTOGEN uses it's patented and proprietary technologies to develop specific cancer diagnostic imaging and therapeutic products. Cellcor, Inc. is a biotechnology company engaged in the development of cellular therapies with initial application in the treatment of certain cancers and potential application in the areas of infectious disease Infectious disease A pathological condition spread among biological species. Infectious diseases, although varied in their effects, are always associated with viruses, bacteria, fungi, protozoa, multicellular parasites and aberrant proteins known as prions. . This news release shall not constitute an offer to exchange or sell or the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to exchange or sell nor shall there be any exchange or sale of securities in any state in which such an offer, solicitation or exchange or sale will be unlawful prior to the registration or qualification under the securities laws of such state. CONTACT: Ronald J. Brenner Cellcor, Inc. 617-332-2500 or Pamela M. Murphy CYTOGEN Corporation 609-987-8221 |
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