Interleukin Genetics Acquires Alan James Group and Secures $30 Million in New Financing; Combination Creates Fully Integrated Personalized Healthcare Solutions Company; Conference Call Scheduled for 5:00 PM EDT Today.WALTHAM, Mass. -- Interleukin interleukin Any of a class of naturally occurring proteins important in regulation of lymphocyte function. Several known types are recognized as crucial constituents of the body's immune system (see immunity). Genetics, Inc. (AMEX AMEX See: American Stock Exchange : ILI) today announced that it has acquired the assets and business of Alan James Group, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ., a privately held, healthcare-focused consumer products company, in a cash and stock transaction. The combination will create a diversified, fully integrated provider of products and services in the consumer and professional healthcare marketplace. Interleukin and Alan James have complementary capabilities in genetic testing Genetic Testing Definition A genetic test examines the genetic information contained inside a person's cells, called DNA, to determine if that person has or will develop a certain disease or could pass a disease to his or her offspring. services and preventive healthcare products distribution. By combining these capabilities, the company will be well positioned to expand its science-based solutions portfolio, rapidly commercialize its products and services and offer a broad selection of innovative, preventive, and personalized per·son·al·ize tr.v. per·son·al·ized, per·son·al·iz·ing, per·son·al·iz·es 1. To take (a general remark or characterization) in a personal manner. 2. To attribute human or personal qualities to; personify. therapeutics to its customers. Under the terms of the purchase agreement, Interleukin made an upfront payment to Alan James of $7 million in cash and $0.5 million in newly issued stock, based on the volume-weighted average closing stock price for the 20 consecutive trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. ending August 15, 2006 of $5.68 per share. In addition, if certain earnings milestones are achieved by the Alan James subsidiary from 2007 through 2009, up to $1.5 million in cash and up to approximately 1.6 million shares of stock representing a value of $9.25 million based on the same volume-weighted average price volume-weighted average price The average price of a stock calculated by dividing the daily trading volume into the dollar value of daily transactions. of $5.68 per share will be paid as additional consideration. In connection with the transaction, Alticor, Inc., which owns a majority interest in Interleukin, will provide $30 million in financing in the form of a $15.6 million private placement with Alticor, Inc., and a new $14.4 million credit facility. The amount available under the credit facility will be reduced by the amount of any proceeds received by Interleukin from a planned rights offering of $14.4 million of common stock to existing Interleukin common stockholders at a price of $5.68 per share, to be commenced as soon as practicable. With the close of the transaction today, Tim Richerson, previously president of Alan James Group, LLC., has been named chief executive officer of Interleukin Genetics, Inc. Dr. Kenneth Kornman, previously president and chief executive officer of Interleukin, maintains the roles of president and chief scientific officer, and has been appointed as a director on the Interleukin board. Dr. Philip Reilly has stepped down as director and chairman of the Interleukin board and will continue to serve as a strategic advisor to the company. Current Interleukin director Thomas Curran has been named chairman of the Interleukin board. "This acquisition provides Interleukin with new products and sales and marketing leadership in the rapidly expanding consumer health segment," said Dr. Kenneth Kornman, president and chief scientific officer of Interleukin Genetics. "Alan James has a strong track record of innovation and marketing in the area of preventive therapeutics. With Alan James' experienced product commercialization team and the strong financial support provided by Alticor, Interleukin is well positioned to effectively commercialize our science-based products and services. By creating a diversified, fully integrated provider of products and genetics tests, we believe this combination will create significant business growth opportunities to the benefit of our shareholders, customers, employees and partners." "The combination of Interleukin and Alan James will create an innovative company with leading genetics research that is able to deliver science-based products and services in a rapidly expanding marketplace," said Tim Richerson, chief executive officer of Interleukin Genetics. "The complementary combination of Alan James' existing brands, product pipeline and channel development capabilities with Interleukin's genetics expertise and scientific capabilities positions the company to realize its vision to be a leading genetics-focused, personalized health company. We anticipate integrating our companies to realize the strategic, scientific and financial benefits of this transaction quickly and efficiently." Alan James has commercialized products that include recognizable consumer brands such as Ginkoba(TM), Ginsana(TM), and Venastat(TM), and Interleukin currently markets genetic tests for cardiovascular disease Cardiovascular disease Disease that affects the heart and blood vessels. Mentioned in: Lipoproteins Test cardiovascular disease risk assessment and general nutrition assessment, both sold under the Gensona(TM) brand through Alticor's Quixtar division, and PST PST Paroxysmal supraventricular tachycardia, see there (R) periodontal disease Periodontal Disease Definition Periodontal diseases are a group of diseases that affect the tissues that support and anchor the teeth. Left untreated, periodontal disease results in the destruction of the gums, alveolar bone (the part of the jaws where risk assessment. Interleukin will continue to distribute products and services through Alticor's direct sales channels. The company anticipates new opportunities to enhance this channel in connection with the transaction. Alan James will continue to do business under the name Alan James Group as a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Interleukin Genetics, Inc. Strategic Combination The combination is expected to allow the company to accelerate its development of a predictive and preventive product portfolio, expand its presence in the personalized health and wellness marketplace, and broaden its revenue base to include consumer, commercial and professional healthcare channels. This strategic combination presents Interleukin with a unique opportunity to take advantage of the fast-growing $40 billion OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). and Nutraceuticals markets in the U.S., and the rapidly emerging molecular diagnostics marketplace, currently representing over $2 billion in the U.S. and growing at 15 to 20% per year. In connection with the close of this transaction, Interleukin now expects total revenues of $5.5 million to $7 million in 2006. Conference Call Information Interleukin will host a conference call with investment analysts and shareholders at 5:00 PM EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT today to provide more information on this announcement and respond to questions. The webcast of the conference call and an accompanying slide presentation will be available on the Interleukin website at www.ilgenetics.com. An audio replay of the call will also be available at the dial-in information below.
Conference Call Dial-in: 800-289-0572 Toll-free Domestic
913-981-5543 International
Replay Dial-in: 888-203-1112 Toll-free Domestic
719-457-0820 International
Passcode: 3844256
About Interleukin Genetics, Inc. Interleukin Genetics, based in Waltham, MA, is a biotechnology company focused on developing and commercializing personalized health products. The company uses its proprietary technology to help in the development of risk assessment tests, pharmacogenetic tests, nutritional and therapeutic products based on the genetic variations in people. Interleukin Genetics has commercialized genetic tests for periodontal disease risk assessment, cardiovascular risk assessment and general nutrition assessment, and its current development programs focus on osteoporosis osteoporosis (ŏs'tēō'pərō`sĭs), disorder in which the normal replenishment of old bone tissue is severely disrupted, resulting in weakened bones and increased risk of fracture; osteopenia and weight management. Interleukin expects that these programs will also lead to products that will personalize per·son·al·ize tr.v. per·son·al·ized, per·son·al·iz·ing, per·son·al·iz·es 1. To take (a general remark or characterization) in a personal manner. 2. To attribute human or personal qualities to; personify. the selection of nutritional and therapeutic products and enable the managed care industry to improve patient care and better allocate resources. For more information about Interleukin and its ongoing programs, please visit www.ilgenetics.com. About Alan James Group, LLC. Alan James Group, LLC., based in Boca Raton Boca Raton (bō`kə rətōn`), city (1990 pop. 61,492), Palm Beach co., SE Fla., on the Atlantic; inc. 1925. Boca Raton is a popular resort and retirement community that experienced significant industrial development in the 1970s and 80s. , FL, is a privately held consumer products company that develops Nutraceuticals and OTCeutical brands. The company's portfolio includes recognizable consumer brands such as Ginkoba(TM), Ginsana(TM), and Venastat(TM), and products within the Health and Beauty Care category such as vitamins, minerals, herbs and supplements. The company's products are sold at the nation's largest retailers, including Wal-Mart, Target, CVS (1) (Concurrent Versions System) A version control system for Unix that was initially developed as a series of shell scripts in the mid-1980s. CVS maintains the changes between one source code version and another and stores all the changes in one file. , Walgreens, Rite-Aid, Kroger and Albertson's. For more information about The Alan James Group please visit www.alanjamesgroup.com. Certain statements contained herein are "forward-looking" statements including statements regarding our expectations regarding future revenues and gross profit margin Gross profit margin Gross profit divided by sales, which is equal to each sales dollar left over after paying for the cost of goods sold. gross profit margin A measure calculated by dividing gross profit by net sales. , our ability to rapidly commercialize products, our ability to develop diagnostic, personalized nutritional and therapeutic products to prevent or treat diseases of inflammation and other genetic variations, our ability to screen nutritional compounds for their effects on inflammatory responses and other genetic variations, given specific genetic patterns and our ability to make progress in advancing our core technologies. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such 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. . Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to the risk of market acceptance of our products, the risk of technology and product obsolescence ob·so·les·cent adj. 1. Being in the process of passing out of use or usefulness; becoming obsolete. 2. Biology Gradually disappearing; imperfectly or only slightly developed. , delays in product development, the performance of our partners, the availability of adequate capital, the actions of our competitors and other competitive risks, and those risks and uncertainties described in our annual report 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. for the year ended December 31, 2005 filed with the Securities and Exchange Commission, our quarterly reports on Form 10-Q Form 10-Q See 10-Q. and in other filings made by us with the Securities and Exchange Commission. We disclaim dis·claim v. dis·claimed, dis·claim·ing, dis·claims v.tr. 1. To deny or renounce any claim to or connection with; disown. 2. To deny the validity of; repudiate. 3. any obligation or intention to update these forward-looking statements. The common stock to be offered in the rights offering has not been registered under the Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. |
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