SAN DIEGO, Nov. 22 /PRNewswire-FirstCall/ -- Protein Polymer Technologies,
Inc. (OTC Bulletin Board: PPTI), a biotechnology device company that is a
pioneer in protein design and synthesis, announced today that it has signed a
letter of intent to merge with Thuris Corporation, a privately held
biopharmaceutical company focused on medical device solutions to aid in drug
development and diagnosis of Central Nervous System (CNS) disorders including
Mild Cognitive Impairment and Alzheimer's Disease. Thuris is also developing
pharmaceuticals for select CNS Orphan and niche indications ranging from
ischemia-related conditions, brain inflammation and Huntington's disease.
"Bringing our organizations together accelerates both companies' strategic
plans and creates a biotechnology device leader with the products, pipeline,
infrastructure and financial resources to grow faster and create sustainable
shareholder value beyond what either company could achieve separately," said
William N. Plamondon III, Chief Executive Officer of Protein Polymer
Technologies.
Thuris has received 510k FDA clearance for a non-invasive medical device,
the NeuroGraph, which assists in the diagnosis of neurological and psychiatric
disorders over a broad range of brain-related conditions. The device is based
on Electroencephalogy (EEG) and Event Related Potentials (ERP) and includes
proprietary statistical learning methods. The software advances allow the
device to function as a powerful clinical development tool and psychiatric
diagnostic aid. The ERP procedure creates characteristic brain waves that can
be used to distinguish healthy from unhealthy function. Thuris plans on
marketing the NeuroGraph to pharmaceutical companies for enrollment and
endpoint monitoring in CNS clinical trials. The NeuroGraph will also be
marketed to neurologists, psychiatrists and other physicians involved in CNS
diagnosis and treatment.
The merger is expected to enable the companies to significantly accelerate
their strategic plans, diversify their product portfolios and revenue bases,
and further broaden their respective therapeutic device programs.
"Both operationally and culturally, this combination is a great fit. By
combining the resources of the two companies and the expertise of the two
management teams, we believe that our NeuroGraph medical device will be more
expeditiously commercialized," stated Keith B. Hoffman, Ph.D., Chief Operating
Officer of Thuris. "In addition, this merger will enable us to aggressively
advance our lead pharmaceutical compound into clinical trials."
Any transaction is subject to the negotiation and execution of a
definitive merger agreement acceptable to both parties. Under the proposed
terms of the contemplated transaction, a wholly owned subsidiary of Protein
Polymer would be merged into Thuris. As a result, Thuris would become a
wholly owned subsidiary of Protein Polymer. The stockholders, option holders
and warrant holders of Thuris would receive a number of shares of common
stock, or common stock equivalents, of Protein Polymer, equal to between 30%
and 50% of the outstanding capital stock of Protein Polymer calculated on a
fully diluted basis. As a result of the transaction as currently
contemplated, the stockholders, option holders and warrant holders of Protein
Polymer would continue to hold between 50% and 70% of the outstanding capital
stock of Protein Polymer, calculated on a fully diluted basis, predicated on a
tentative $19 million valuation of Thuris, and depending upon the average
trading price of Protein Polymer common stock for the 20 trading days ending
one day prior to execution of the definitive agreement. In addition to the
execution and delivery of the definitive agreement, any transaction would also
be subject to a number of other conditions, including completion of due
diligence by both parties, approval by the board of directors of Protein
Polymer and approval of the board of directors and shareholders of Thuris.
Any securities offered or issued in connection with any such transaction have
not been registered under the Securities Act of 1933, as amended, and may not
be offered or sold in the United States absent registration under such Act or
an applicable exemption from such registration requirements. The transaction
is expected to be completed by the first quarter of 2006.
About Protein Polymer Technologies, Inc.
Protein Polymer Technologies, Inc. is a biotechnology company that
discovers and develops innovative therapeutic devices to improve medical and
surgical outcomes. The Company focuses on developing technology and products
to be used for soft tissue augmentation, tissue adhesives and sealants, wound
healing support and drug delivery devices. Protein Polymer Technologies'
proprietary protein-based biomaterials are uniquely tailored to optimize
clinical performance and contain no human or animal components that could
potentially transmit or cause disease. The company is headquartered in San
Diego, California. For additional information about the company, please visit
http://www.ppti.com.
To date, PPTI has been issued twenty-six U.S. Patents on its core
technology with corresponding issued and pending patents in key international
markets.
This press release contains forward-looking statements that are based on
management's views and expectations. Actual results could differ materially
from those expressed here; further, the Company is not obligated to comment
specifically on those differences. Risks associated with the Company's
activities include raising adequate capital to continue operations scientific
and product development uncertainties, competitive products and approaches,
continuing collaborative partnership interest and funding, regulatory testing
and approvals, and manufacturing scale up. The reader is encouraged to refer
to the Company's 2004 Annual Report Form 10-KSB, and 10KSB/A and other recent
filings with the Securities and Exchange Commission, copies of which are
available from the Company, to further ascertain the risks associated with the
above statements.
SOURCE Protein Polymer Technologies, Inc.
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Related links:
http://www.ppti.com
CONTACT:
Investor, Erin Davis of Protein Polymer
Technologies, Inc., +1-858-558-6064, ext. 120; or Media, or Bryan
deCastro, +1-631-495-9177, or Carole Boucard, +1-954-370-2524,
both of Creative Public Relations, for Protein Polymer
Technologies, Inc.
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