Nanobac Pharmaceuticals (NNBP)

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Nanobac Pharmaceuticals and Eureka Genomics Sign Merger Agreement
2010-02-17 07:58:45
Quote: NNBP News) and privately held Eureka Genomics announced the signing of a definitive merger agreement, which delineates the terms and conditions under which Nanobac proposes to merge with Eureka in a stock and cash transaction.Under the terms of the agreement, Nanobac will issue new shares of its common stock to Eureka stockholders based on an exchange ratio to be determined prior to the closing of the transaction. Under the exchange ratio formula defined in the merger agreement, the former Eureka stockholders are expected to own 85 percent of the combined company, and the former Nanobac shareholders are expected to own 15 percent of the combined company, each on a fully diluted basis. This ratio is subject to potential adjustments as described in the merger agreement.The proposed merger would involve, among other things, a reverse stock split of shares in Nanobac Pharmaceuticals. When the merger is consummated, the Nanobac Pharmaceuticals name will be changed to Eureka Genomics Corp. The combined company intends to apply to change its ticker symbol on the OTC-Pink Sheets exchange. Subject to regulatory approvals and customary closing conditions, this merger is currently expected to close during the second quarter of 2009."We are excited about the opportunity to merge with a revenue-producing company that is well positioned to play a defining role in the evolution of high-value diagnostic tests and medicines, as well as cleantech products such as bioenergy feedstocks and bio-based industrial catalysts," said Dr. Benedict Maniscalco, Nanobac Pharmaceuticals Co-Chairman of the Board. "We firmly believe that this merger is the best step forward for Nanobac shareholders because it offers the potential to increase shareholder value.""We, too, are confident that this merger will help build shareholder value," said Eureka Genomics Chief Financial Officer and Chief Operating Officer Didier Perez. "Likewise, we are confident that this merger will...
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