Definitive Agreement Signed to Restructure Nexell Therapeutics.WILMINGTON, Del.--(BW HealthWire)--Feb. 23, 1999-- Pending Stockholder Approval, VIMRX to Change Name to Nexell and Relocate Headquarters To Irvine, California Irvine is an incorporated city in Orange County, California, United States. It is a planned city, mainly developed by the Irvine Company since the 1960s. Formally incorporated on December 28 1971, the 69.7 square mile (180.5 km²) city has a population of 202,079 (as of 2007). . VIMRX Pharmaceuticals Inc. (Nasdaq: VMRX) announced today that it has signed a definitive agreement with Baxter Healthcare Corporation that enables VIMRX to acquire 100% ownership of Nexell Therapeutics. Baxter's minority ownership in Nexell will be exchanged for ownership at the VIMRX level. This transaction will allow VIMRX to simplify its corporate structure by combining VIMRX and Nexell into a single business entity, operating under the Nexell name, and relocating its corporate headquarters to Irvine, California. Under the definitive agreement, VIMRX will acquire all of the Nexell securities held by Baxter, consisting of common stock, convertible debentures and warrants. In exchange, Baxter will receive the following VIMRX securities: - 3 million shares of VIMRX common stock; - a seven-year warrant to purchase an additional 5.2 million shares of VIMRX common stock at $1.15 per share; and - the VIMRX Series A Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". that was already issued to Baxter in December, 1997, but at a changed conversion price of $2.75 per share. Currently, the conversion price would be set in July, 1999, based on the price of VIMRX common stock at that time, subject to a minimum conversion price of $5.50 per share. VIMRX will seek stockholder approval for this transaction, including the exchange of securities and the change of its name to Nexell Therapeutics Inc. VIMRX Pharmaceuticals Inc. (NASDAQ: VMRX) is a biotechnology company developing innovative technologies to improve human health. VIMRX's majority owned subsidiary, Nexell Therapeutics Inc., is a biotechnology company that was formed with Baxter Healthcare Corporation, the minority owner and the principle domestic operating subsidiary An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. of Baxter International Baxter International Inc. (NYSE: BAX), is a global healthcare company with 48,000 employees and 2006 sales of US$10.4 billion. Its headquarters is in Deerfield, Illinois. Inc. Nexell is developing and marketing innovative diagnostics and ex vivo ex vivo /ex vi·vo/ (eks´ ve´vo) outside the living body; denoting removal of an organ (e.g., the kidney) for reparative surgery, after which it is returned to the original site. cell therapies for cancer, autoimmune, metabolic and genetic diseases. Nexell's lead product, the Isolex(R) Cell Selection System, is marketed in a number of countries and is currently under final review 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. in the 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. . In addition, Nexell markets an extensive line of cell therapy preparation, storage and expansion products including the Cryocyte(TM) and Lifecell(R) brands. 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 provides a "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " for certain forward-looking statements. The forward-looking statements contained in this release are subject to certain risks and uncertainties. Actual results could differ materially from current expectations. Among the factors which could affect the Company's actual results and could cause results to differ from those contained in the forward-looking statements contained herein are: the timely commencement and success of the Company's clinical trials and other research endeavors, delays in receiving FDA or other regulatory approvals, the development of competing therapies and/or technologies, the terms of any future strategic alliances, the possible need for additional capital, and any additional factors described from time to time in the Company's periodic reports on 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 10-Q, and any prospectus describing the Company's securities. NOTE TO INVESTORS AND EDITORS: VIMRX and Nexell's press releases are available on the Internet through www.VIMRX.com and through BusinessWire's web site at http://www.businesswire.com. The releases are also available at no charge through BusinessWire's fax-on-demand service at 800-411-8792. |
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