Vasogen and IntelliPharmaCeutics to Combine to Create Publicly-traded Specialty Pharmaceutical Company

19-Aug-2009 - Canada

Vasogen Inc. announced that they have entered into a definitive agreement, subject to shareholder and regulatory approvals, whereby Vasogen will combine with IPC under a plan of arrangement and merger to continue as a publicly-traded entity to be called IntelliPharmaCeutics International Ltd. IPC is a privately-held specialty pharmaceutical company that is focused on developing and manufacturing new and generic controlled-release pharmaceutical products using its broadly applicable, proprietary delivery technologies.

Currently, IPC has 15 product candidates in its development pipeline several of which are partnered with third-party drug companies. IPC's lead product candidates include Dexmethylphenidate XR, a generic version of the marketed drug Focalin XR(R), which is partnered with Par Pharmaceutical and is currently the subject of an Abbreviated New Drug Application (ANDA) filing with the U.S. Food and Drug Administration (FDA), and Carvedilol CR, a generic version of the brand name drug Coreg CR, an internal pipeline product now ready for entry into pivotal bioequivalence studies.

Separately, Vasogen has also entered into an arrangement agreement with Cervus LP, an Alberta based limited partnership, that will reorganize Vasogen prior to completion of the transaction with IPC and which will provide gross proceeds to Vasogen of approximately $7.5 million in non-dilutive capital.

The proposed transactions involve a corporate reorganization to be completed pursuant to a court approved plan of arrangement. Vasogen will transfer its assets and liabilities - including the proceeds from the Cervus transaction but excluding the Company's tax basis - to a new subsidiary to be incorporated. As part of the plan of arrangement, Cervus LP unitholders, on completion of the transaction, will own 100% of the shares of the current Vasogen entity. As part of the transaction, Vasogen security holders will have exchanged their Vasogen securities for securities of a separate new subsidiary of Vasogen that will own the assets of Vasogen and that entity shall have subsequently amalgamated with a new IPC corporation to be created. IPC shareholders will either exchange their shares directly for shares of such new IPC corporation or receive shares of the resulting amalgamated company pursuant to a merger of IPC's U.S. subsidiaries.

https://www.bionity.com/en/news/104888/vasogen-and-intellipharmaceutics-to-combine-to-create-publicly-traded-specialty-pharmaceutical-company.html