Valentis and Urigen signed a definitive merger agreement, such that the latter will become a wholly owned subsidiary of the former. “The merger of Valentis and Urigen will create a new specialty pharmaceutical company dedicated to the development and commercialization of therapeutic products for urological disorders,” says Benjamin F. McGraw, III, chairman, president and CEO of Valentis.
“The combined company will offer an attractive portfolio of products in clinical development. We believe the combination of these two firms results in a compelling new clinical-stage company with Phase IIb trial results from its lead product expected in the fourth quarter of 2006.”
Each Urigen stockholder will receive, in exchange for each share of their Urigen common stock held immediately prior to the merger, a number of shares of Valentis common stock equal to twice the quotient obtained by dividing the number of fully diluted shares of Valentis common stock issued and outstanding immediately prior to the merger closing by the number of fully diluted shares of Urigen common stock issued and outstanding immediately prior to closing of the merger (excluding in all cases Urigen dissenting shares), subject to cash payment in lieu of the issuance of fractional shares.
As a result, Valentis anticipates that it will experience a change in control because Urigen stockholders will own approximately two-third of its outstanding common stock immediately after the merger on a fully diluted basis.
The transaction was unanimously approved bythe boards of directors of both companies and is anticipated to close during the first quarter of 2007 subject to the approval of Valentis’ and Urigen’s respective stockholders.