BIOPHARMACEUTICS PROPOSES EXCHANGE OF $12.3 MILLION
IN SHARES TO ACQUIRE AMSWISS SCIENTIFIC
NEW YORK, Jan. 30 /PRNewswire/ -- Biopharmaceutics, Inc. (AMEX: BPH) and Amswiss Scientific Inc. (Alberta Stock Exchange: ASN) have agreed in principle to a proposal under which Biopharmaceutics would offer up to 3,186,878 shares (assuming all Amswiss warrants and options are exercised prior to the exchange), and warrants to purchase an additional 1,613,719 shares, of Biopharmaceutics common stock in exchange for all of the outstanding shares, and all rights to acquire shares, of Amswiss. The transaction is subject to completion of due diligence, execution of definitive agreements, approval by the board of directors and shareholders of each company and various U.S. and Canadian regulatory approvals.
The proposal calls for shareholders of Amswiss to receive one share of Biopharmaceutics common stock and a warrant to purchase an additional half share of Biopharmaceutics common stock for each two common shares of Amswiss held. One full warrant would allow Amswiss shareholders to purchase one share of Biopharmaceutics for US$3.50 at any time during the five-year term of the warrant.
Biopharmaceutics is a manufacturer and marketer of generic drugs in the United States, which had revenues of US$6.4 million in 1991. On Jan. 29, 1992, the closing price for a share of Biopharmaceutics common stock was US$3.875. Based on the current market price of Biopharmaceutics shares, the proposed offer would have a value to Amswiss shareholders in excess of Canadian $2 per share.
Amswiss is a Canadian corporation which is developing anti-cancer drugs and has a biotechnology based drug development program.
Edward Fine, president and chief executive officer of Biopharmaceutics, stated: "We believe that the proposed acquisition presents us with a significant opportunity to become involved in the development of antisense oligonucleotides, interferons and peptides, at a substantial savings of time and capital. We feel that Amswiss' scientific management team under Dr. Karoly Lapis and Dr. Andrew Jeney offers Biopharmaceutics in the opportunity to acquire an immediate presence in biotechnology in the U.S. and Canada."
Steven Simonyi-Gindele, president and chief executive officer of Amswiss, said: "The proposed Biopharmaceutics bid creates an opportunity for Amswiss shareholders to obtain the increased liquidity of owning shares registered on the American Stock Exchange. It meets our often-stated corporate objective of having our shares registered in the U.S. The board sees a particular attraction in joining together the on-going revenues from generic drugs with the earnings potential of proprietary drugs currently under development. Fine, president and chief executive officer of Biopharmaceutics, indicated that he will be retaining our scientific team."
Simonyi-Gindele noted that he and several other individuals (not presently associated with Amswiss) and entities are facing criminal charges for alleged illegal commissions paid to three brokers dealing in Amswiss securities and are under investigation for other possible securities violations, and are subject to a temporary cease trade order issued by the British Columbia Securities Commission in connection with alleged violations relating to the offer and sale of Amswiss securities. A related proceeding concerning possible securities violations by Amswiss has been adjourned without date. Simonyi-Gindele stated that these matters are being vigorously defended. He also observed that: "The proposed acquisition will successfully conclude my term as president and chief executive officer of Amswiss. Upon consummation of this transaction, I will have no involvement with the management of the company and will devote myself to pursuing other interests."
According to Amswiss spokesmen, Amswiss holds an investigational new drug number and "Orphan Drug" status from the U.S. Food and Drug Administration and an investigational status from the Health Protection Branch in Canada, as well as the exclusive U.S. and Canadian license to market, the drug Mitolactol (DBD). DBD is a proprietary, patented, phase III anti-cancer drug, and is currently being tested in the treatment of melanoma, cervical cancer and brain cancer. Amswiss also disclosed that research on the products Amswiss is developing has been funded by a combination of Amswiss, Chinoin Pharmaceutical and Chemical Works Co., Ltd., the U.S. National Cancer Institute and 26 other research institutions.
Amswiss indicates that it also has entered into agreements or letters of intent with respect to other drugs under development for possible use in the treatment of cancer and other diseases and disorders.
/CONTACT: Edward Fine, president and CEO of Biopharmaceutics, 516-286-5900, or Steven Simonyi-Gindele, president and CEO, or David Thomas, vice president-finance of Amswiss Scientific, 604-688-4557, 604-654-6699, or fax, 604-683-3406/
(BPH) CO: Biopharmaceutics Inc.; Amswiss Scientific Inc. ST: New York IN: MTC SU: SM-CK -- NY034 -- 5173 01/30/92 11:01 EST