Cancellation of Admission to AIM
SHREWSBURY, Mass., May 25 /PRNewswire-FirstCall/ -- TranXenoGen, Inc.
("TranXenoGen") announces today that a proxy statement and notice of meeting
in respect of its Annual General Meeting has been posted to shareholders. A
copy is available on the Company's web site at http://www.tranxenogen.com.
Included in the resolutions to be put to the AGM is one requesting
shareholder approval for the cancellation of admission of the Company's shares
to trading on AIM. If approved such cancellation would become effective on or
about 1 July 2005.
The Company has been unsuccessful in its attempts over the past 12-18
months to raise the additional capital needed to fund ongoing operations. The
Company has pursued a number of short term and long term financing options and
business development strategies that include attempts to generate revenue
through out-licensing of its cloning patent portfolio, partnering its ANUP
program, marketing its transgenic chicken manufacturing platform and seeking
direct equity placements. In January 2004, the investment bank Madison Keats
was retained to supplement the Company's efforts to identify a partner for its
ANUP anticancer product and secure financing to allow funding of its internal
development programs and transgenic chicken technology. Following an
intensive six-month campaign, Madison Keats was also unsuccessful in achieving
either objective in part due to the early stage of development of the ANUP
program and lack of investor interest in transgenic technology based
companies. As a final alternative, to generate additional operating capital,
the Company placed its Shrewsbury facility up for sale; however, a weak real
estate market has resulted in an extended process that may not be completed
until Q3 of 2005, if at all. See Proposal 2 -- To Approve the Sale of the
Company's Shrewsbury Facility.
In addition, although the Company is making progress in licensing its
intellectual property portfolio, there can be no certainty that a license
agreement will be signed nor that material revenues will be generated to
support ongoing operations.
TranXenoGen ended 2004 with an unrestricted cash position of $137,000.
For the year ended December 31, 2004, TranXenoGen reported a net loss of $4.7
million, or $0.15 per share, compared to a net loss of $4.4 million, or $0.14
per share for 2003. The decrease of $7.3 million in Property and Equipment,
net in 2004 compared to 2003 reflects the transfer of the Shrewsbury facility
to current assets as the facility was placed up for sale, an additional
depreciation expense and sales of equipment to raise cash. In addition, the
carrying value of the facility was written down to estimated realizable value
of $4,942,000 in accordance with accounting principles generally accepted in
the United States of America. The adjustment was based on a survey of
comparable properties sold in the same geographic area less the estimated
costs to sell the facility.
The Board of Directors are recommending that the shareholders approve a
voluntary cancellation of admission of the Company's shares from the AIM
Market of the London Stock Exchange since the Company can no longer justify or
afford the costs associated with compliance with the listing requirements of
the market. These costs include register and transfer fees, fees charged by
the compulsory nominated advisor and broker, UK legal fees, Annual Audit fees
and AIM listing fees. The failure of the Company to comply with the AIM Rules
could lead to the London Stock Exchange imposing fines on the Company and
potentially a compulsory cancellation of admission.
The Company will be withdrawing its securities from the CREST system and
returning to a certificated stock. TranXenoGen shareholders will be able to
transfer ownership in the Company's stock by contacting the Treasurer of the
Company, Patricia Muzzy, TranXenoGen, Inc., 800 Boston Turnpike, Shrewsbury,
Massachusetts, USA 01545, who will act as registrar for the shares and issue
new certificates. If this resolution is approved at the Annual Meeting,
stockholders transacting through CREST will receive instructions regarding the
timetable and issuance of certificates for their shares.
The affirmative vote of seventy five percent (75%) of the Company's stock
entitled to vote and properly cast thereon at the Meeting is required for the
approval of the cancellation of admission of the Company's common stock in
accordance with the AIM guidelines.
About TranXenoGen
TranXenoGen, Inc. (LSE: TXN.L) is a publicly traded development stage,
Biotechnology Company, and, as such, investors should be aware that an
investment in the Company involves a substantially high degree of risk. Its
shares are quoted on the Alternative Investment Market of the London Stock
Exchange. The securities of the Company have not been registered under the
Securities Act of 1933 and therefore, may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements under such Act.
Risk Warning Notice:
This press release contains forward-looking statements that can be
identified by terminology such as "expects," "potential," "suggests," "may,"
"will" or similar expressions. Such forward-looking statements regarding our
business, which are not historical facts, are "forward-looking statements"
that involve risk and uncertainties, which could cause the Company's actual
results and financial condition to differ materially from those anticipated by
the forward-looking statements. Actual results may differ materially from
statements made as a result of various factors, including, but not limited to
sufficiency of cash to fund the Company's planned operations, risk associated
with inherent uncertainty of product research and development, risk of
protecting proprietary rights and competition. Forward-looking statements
speak only as to the date they are made. The Company does not undertake to
update forward-looking statements to reflect the circumstances or events that
occur after the date the forward-looking statements are made.
SOURCE TranXenoGen, Inc.
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Related links:
http://www.tranxenogen.com
CONTACT:
Paul DiTullio, President and CEO of
TranXenoGen, Inc., 001-508-936-4214, pditullio@tranxenogen.com;
or Stephen Goschalk, Insinger de Beaufort, 020-7190-7000
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