TARRYTOWN, N.Y., Dec. 13 /PRNewswire-FirstCall/ -- In accordance with
NASDAQ Marketplace Rule 4803(a), Emisphere Technologies, Inc. (Nasdaq: EMIS)
is required to issue this press release announcing that on December 9, 2005 it
received a Staff Deficiency Letter from the NASDAQ indicating that the Company
was not in compliance with NASDAQ's alternative outcome requirements as set
forth in Marketplace Rule 4350. That rule provides that if the terms of a
transaction can change based upon the outcome of a shareholder vote, no shares
may be issued prior to the approval of the shareholders. On December 6, 2005,
the Company entered into an agreement with certain investment funds managed by
MHR Fund Management LLC ("MHR") in order to comply with Marketplace Rule 4350.
Background
On September 26, 2005 Emisphere entered into a Senior Secured Loan
Agreement and Investment and Exchange Agreement with MHR. Pursuant to these
agreements, Emisphere agreed to hold a special shareholder meeting to obtain
approval to permit the exchange of the loan for a senior secured convertible
note. Emisphere also agreed to sell warrants for up to 617,211 shares to MHR
on any date after November 10, 2005. Although these warrants have not yet been
issued to MHR, the agreement to sell the warrants on a date prior to the
special shareholders meeting violates the alternative outcome requirements as
set forth in Marketplace Rule 4350.
On December 6, 2005, Emisphere and MHR agreed that if MHR receives the
warrants, it will not exercise them until after January 17, 2006, the
scheduled date of the special shareholders meeting. NASDAQ has agreed that
based on this agreement, Emisphere has regained compliance with the Rules and
the matter is now closed.
About Emisphere Technologies, Inc.
Emisphere Technologies, Inc. is a biopharmaceutical company pioneering the
oral delivery of otherwise injectable drugs. Emisphere's business strategy is
to develop oral forms of injectable drugs, either alone or with corporate
partners, by applying its proprietary eligen(R) technology to those drugs or
licensing its eligen(R) technology to partners who typically apply it directly
to their marketed drugs. Emisphere's eligen(R) technology has enabled the oral
delivery of proteins, peptides, macromolecules and charged organics. Emisphere
and its partners have advanced oral formulations or prototypes of salmon
calcitonin, heparin, insulin, parathyroid hormone, human growth hormone and
cromolyn sodium into clinical trials. Emisphere has strategic alliances with
world-leading pharmaceutical companies. For further information, please visit
http://www.emisphere.com.
Safe Harbor Statement Regarding Forward-looking Statements
The statements in this release and oral statements made by representatives
of Emisphere relating to matters that are not historical facts (including
without limitation those regarding the timing or potential outcomes of
research collaborations or clinical trials, any market that might develop for
any of Emisphere's product candidates and the sufficiency of Emisphere's cash
and other capital resources) are forward-looking statements that involve risks
and uncertainties, including, but not limited to, the likelihood that future
research will prove successful, the likelihood that any product in the
research pipeline will receive regulatory approval in the United States or
abroad, the ability of Emisphere and/or its partners to develop, manufacture
and commercialize products using Emisphere's drug delivery technology,
Emisphere's ability to fund such efforts with or without partners, and other
risks and uncertainties detailed in Emisphere's filings with the Securities
and Exchange Commission (the "SEC"), including those factors discussed under
the caption "Risk Factors" in Emisphere's Annual Report on Form 10-K (file no.
1-10615) filed on March 11, 2005, as amended by Form 10-K/A filed on March 29,
2005.
SOURCE Emisphere Technologies, Inc.
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Related links:
http://www.emisphere.com
CONTACT:
Elliot M. Maza, CPA, J.D., Chief Financial
Officer, +1-914-785-4703; Gillian Racine, Investor Relations,
+1-914-785-4742, gracine@emisphere.com, both of Emisphere
Technologies, Inc.; Media - Dan Budwick, BMC Communications,
+1-212- 477-9007 ext. 14
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