VANCOUVER, BRITISH COLUMBIA - Pacgen Biopharmaceuticals Corporation ("Pacgen" or the "Company") (TSX VENTURE: PGA) announced today that it has signed a share purchase agreement ("the Acquisition Agreement") with the shareholders of Xphase Pharmaceuticals Inc. ("Xphase"), as contemplated in Pacgen's press release dated April 28, 2009. The acquisition is expected to close upon the satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange.
Pursuant to the Acquisition Agreement, Pacgen agrees to issue 3 million common shares of Pacgen to Xphase shareholders in exchange for 100% ownership of Xphase as well as management services of Xphase principals. Upon the achievement of certain pre-defined business development milestones, Xphase shareholders will be entitled to an additional 3.5 million common shares of Pacgen.
Xphase, a private company incorporated under the laws of Ontario, is a pharmaceutical company focused on the early commercial development of novel therapeutic drug candidates to feed the drying product development pipelines of the global pharmaceuticals industry. Xphase identifies innovative therapeutic drug candidates globally, and develops these candidates up to Phase II human proof of concept, in accordance to the US Food and Drug Administration regulatory standards. Xphase currently has the right to acquire the exclusive global rights, excluding China, of AF-05, a novel anti-anxiety drug candidate. Xphase also provides consulting and project management services to assist small to medium pharmaceutical and biotechnology companies around the world.
Subject to receiving the approvals of TSX Venture Exchange, following the completion of acquisition of Xphase, Pacgen plans to appoint Dr. Y C Lee and Mr. Fred Huang as directors and intends to appoint certain new members of management. Following completion of the acquisition, the board of directors will consist of:
Mr. Chung Yu Wang (also Chairman and interim President)
Mr. Kevin McGarry (lead independent director)
Dr. Alan Moore
Dr. Telvin Ju
Mr. Tsong Chin Lin
Dr. Y C Lee
Mr. Fred Huang
Following completion of the acquisition, the proposed new management team is anticipated to consist of:
Dr. Y C Lee as Chief Executive Officer;
Ms. Christina Yip as Chief Financial Officer;
Dr. Beverly Incledon as Vice President, Research and Development;
Mr. Joel Cheng as Vice President, Business Development;
Dr. Lewis Choi as Vice President, Intellectual Properties and Scientific Affairs;
Mr. Gabriel Lam as Senior Director, Greater China Operations
Mr. Chung Yu Wang will resign as interim CEO and Mr. Fred Huang will resign as Senior Vice President and Chief Operating Officer of Pacgen.
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