MORRIS PLAINS, N.J., July 5 /PRNewswire-FirstCall/ -- Immunomedics, Inc.
(Nasdaq: IMMU), a leading biopharmaceutical company focused on developing
monoclonal antibodies, today announced its offer to exchange its 5% Senior
Convertible Notes due 2008 and its related warrants to purchase common stock,
for new notes and warrants called the "Exchange Notes" and "Exchange
Warrants." If the exchange offer is completed, the Exchange Notes and
Exchange Warrants will be materially the same as the securities initially
issued except for limited changes summarized below.
The Company's primary purpose in effecting the exchange offer is to
facilitate compliance with NASDAQ Marketplace shareholder approval rules to
potentially continue the listing of its common stock on the NASDAQ. In the
alternative, the exchange offer would also assist the Company to comply with
the rules of the American Stock Exchange required for initial listing of the
Company's common stock on the AMEX. There is no assurance, even if the
exchange offer is successfully completed and the two stockholder proposals
described below are approved, that the Company will be able to continue its
listing on the NASDAQ or obtain approval for the transfer of listing to the
AMEX.
The Exchange Notes will not be fully convertible into common stock until
the Company's stockholder's approve at a special meeting two proposals; the
first proposal requesting that the stockholders authorize a 40 million share
increase to the Company's authorized common stock and the second proposal
requesting that the stockholders authorize conversion of the Exchange Notes
and exercise of the Exchange Warrants into common stock. The Company will
also agree in the Exchange Notes indenture to use its best efforts to have the
special meeting and the related stockholder votes occur by August 29, 2005.
The old notes permitted first-come, first-served conversion into up to 8.915
million common shares, from the date of issuance through the date of
stockholder approval of an authorized common stock share increase, and
permitted full conversion if the 40 million share increase was approved.
The exercise period of the Exchange Warrants will commence, instead of
from the effective date of the requested share increase as was permitted in
the old warrants, on the later of either the date that the stockholders
approve the exercise of the Exchange Warrants and the effective date of the
share increase.
About Immunomedics
Immunomedics is a New Jersey-based biopharmaceutical company focused on
the development of monoclonal, antibody-based products for the targeted
treatment of cancer, autoimmune and other serious diseases. We have developed
a number of advanced proprietary technologies that allow us to create
humanized antibodies that can be used either alone in unlabeled or "naked"
form, or conjugated with radioactive isotopes, chemotherapeutics or toxins, in
each case to create highly targeted agents. Using these technologies, we have
built a pipeline of therapeutic product candidates that utilize several
different mechanisms of action. Our lead product candidate, epratuzumab, is
currently in two pivotal Phase III trials for the treatment of patients with
moderate and severe lupus. At present, there is no cure for lupus and no new
lupus treatment drug has been approved in the U.S. in the last 40 years. We
believe that our portfolio of intellectual property, which includes
approximately 90 patents issued in the United States, and more than 250 other
issued patents worldwide, protects our product candidates and technologies.
Visit our web site at http://www.immunomedics.com.
This release, in addition to historical information, may contain forward-
looking statements made pursuant to the Private Securities Litigation Reform
Act of 1995. Such statements, including statements regarding clinical trials,
out-licensing arrangements, and capital raising activities, involve
significant risks and uncertainties and actual results could differ materially
from those expressed or implied herein. Factors that could cause such
differences include, but are not limited to, risks associated with new product
development (including clinical trials outcome and regulatory
requirements/actions), competitive risks to marketed products and availability
of financing and other sources of capital, as well as the risks discussed in
the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2004. The Company is not under any obligation, and the Company expressly
disclaims any obligation, to update or alter any forward-looking statements,
whether as a result of new information, future events or otherwise.
The exchange offer is being made solely to the investors who purchased the
securities in the initial offering that was completed on April 29, 2005. The
Exchange Notes and the Exchange Warrants will not be and will not have been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act of 1933. The exchange offer
is being made solely by an Exchange Offer Memorandum and an accompanying
Letter of Transmittal. The terms and conditions of the exchange offer,
including the proposed changes to the indenture and warrant agreement covering
the Exchange Notes and the Exchange Warrants, respectively, are stated in an
Exchange Offer Memorandum and the accompanying Letter of Transmittal, which
are included as an exhibit to a Current Report on Form 8-K filed with the
Securities and Exchange Commission today.
The Exchange Offer Memorandum is summarized above for purposes of full and
fair disclosure under Regulation FD, not to solicit interest in the exchange
offer, which is being made solely by the distribution by the Company of the
Exchange Offer Memorandum and accompanying Letter of Transmittal to the
investors in the original offering, who are all Qualified Institutional Buyers
and institutional Accredited Investors as defined under the Securities Act of
1933.
Immunomedics, Inc. has filed a preliminary proxy statement with the SEC
concerning the special meeting described above. INVESTORS ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the documents free of charge at
the website maintained by the SEC at http://www.sec.gov. In addition,
investors may obtain documents filed with the SEC by Immunomedics, Inc. free
of charge by requesting them in writing from Immunomedics, Inc. at 300
American Road, Morris Plains, NJ 07950, Attention: Investor Relations, or by
telephone at (973) 605-8200.
For More Information:
Dr. Chau Cheng
Associate Director, Investor Relations & Business Analysis
(973) 605-8200, extension 123
ccheng@immunomedics.com
Julie Huang
Financial Dynamics
(212) 850-5628
jhuang@fd-us.com
SOURCE Immunomedics, Inc.
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Related links:
http://www.Immunomedics.com
Company News On-Call:
http://www.prnewswire.com/comp/113121.html
CONTACT:
Dr. Chau Cheng, Associate Director, Investor
Relations & Business Analysis, +1-973-605-8200, extension 123,
ccheng@immunomedics.com; or Julie Huang of Financial Dynamics,
+1-212-850-5628, jhuang@fd-us.com
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