/C O R R E C T I O N -- BioDelivery Sciences International, Inc./
In the news release, BDSI Announces Plans to Distribute Interests Infood
Processing and Personal Care Product Subsidiary to Stockholders, issued
yesterday, Nov. 19, by BioDelivery Sciences International, Inc. over PR
Newswire, the words "In" and "Food" were merged together in the headline, as
incorrectly transmitted by PR Newswire. Complete, corrected release follows:
NEWARK, N.J., Nov. 19 /PRNewswire-FirstCall/ -- BioDelivery Sciences
International, Inc. announced today that it is intending to distribute to its
stockholders 3,545,431 Class B Memberships Shares, or approximately 47% of the
currently outstanding interests, of its subsidiary, Bioral Nutrient Delivery,
LLC ("BND"). BDSI previously announced that it would distribute rights to its
stockholders to purchase up to 11,277,000 of such interests from BDSI, both
initially at $0.01 per interest and then quarterly over of 3 year period at the
then fair market value. BDSI has decided to change the structure and distribute
only 3,545,431 Class B Shares directly to BDSI stockholders of record on a
pro-rata, one-time basis. Subject to compliance with applicable laws and the
facts and circumstances at such time, the Company may elect to distribute
additional Class B Shares in the future, although no assurances can be given
that any such additional distributions will ever be undertaken. In February
2003, BND filed a registration statement on Form SB-1 with the Securities and
Exchange Commission to register the rights and the underlying Class B Membership
Shares. Given the change in structure, such registration statement was formally
withdrawn on November 18, 2003. Instead, BND today filed a registration
statement on Form 10-SB covering the proposed, one-time distribution of
3,545,431 Class B Memberships Shares by BDSI to its stockholders. BDSI
stockholders will not be required to purchase Class B Shares in connection with
the distribution.
In addition, BDSI announced that BDSI and BND have amended their April 1, 2003
license agreement to included personal care products. The original license gave
BND rights to BioDelivery's licensed nano-encochleation delivery technology to
develop ways to deliver nutrients for non-pharmaceutical use in the processed
food and beverage industries for both human and animal consumption. As amended,
the license gives BND the right to exploit such technology in the personal care
products sector as well. In addition, BDSI and BND have amended their March 31,
2003 management agreement, pursuant to which BDSI provides management and
administrative services to BND at no cost, to extend the initial term of such
agreement from Mach 31, 2004 to December 31, 2004.
Francis E. O'Donnell, Jr., M.D., President and CEO of BDSI and BND stated that
"The distribution of Class B Shares in BND is being effected in order to
separate BND, its licensed technology, and the processed food and beverage and
personal care product opportunity from the rest of BDSI's pharmaceutical,
vaccine, gene delivery, OTC drug, and nutraceutical businesses. This will allow
both BND and BDSI to focus on their respective businesses and provide BND and
BDSI with the flexibility to pursue different strategies and react more easily
and prudently to changing market environments." The distribution of Class B Shares in BND will commence when the Form 10-SB
becomes effective pursuant to SEC rules, which is anticipated to be 60 days from
the date of filing. Following the distribution, BSDI stockholders will own
approximately 47% of the currently outstanding economic interests in BND, and
BND will be a separate reporting company with the SEC. However, such percentage
will be subject to dilution based on a number of factors, including the
possibility of new equity ownership interests being issued as BND pursues its
licensing opportunities. Furthermore, the interests in BND will not, nor is it
anticipated that they will be, publicly-traded and holders of such interests
will be severely limited in their rights to transfer such interests. More
information about the distribution, the Class B Shares and BND generally can be
found in the registration statement on Form 10-SB filed by BND with the SEC,
including the information statement attached thereto as an exhibit.
BioDelivery Sciences International, Inc. is a biotechnology company that is
developing and seeking to commercialize a patented delivery technology designed
for a potentially broad base of pharmaceuticals, vaccines, over-the-counter
drugs, and nutraceuticals and, through its subsidiary, Bioral Nutrient Delivery,
LLC, micronutrients in processed foods and beverages and personal care
products.
Note: Except for the historical information contained herein, this press release
contains forward-looking statements that involve risks and uncertainties. Such
statements are subject to certain factors, which may cause the Company's results
to differ. Factors that may cause such differences include, but are not limited
to, the Company's ability to accurately forecast the demand for each of its
licensed technology and products associated therewith, the gross margins
achieved from the sale of those products and the expenses and other cash needs
for the upcoming periods, the Company's ability to obtain raw materials from its
contract manufacturers on a timely basis if at all, the Company's need for
additional funding, uncertainties regarding the Company's intellectual property
and other research, development, marketing and regulatory risks and certain
other factors that may affect future operating results and are detailed in the
company's filings with the Securities and Exchange Commission.
L.G. Zangani, LLC provides financial public relations service to the Company.
As such L.G. Zangani, LLC and/or its officers, agents and employees, receives
remuneration for public relations and or other services in the form of monies,
capital stock in the Company, warrants or options to purchase capital in the
Company. DATASOURCE: BioDelivery Sciences International, Inc.
CONTACT: Francis E. O'Donnell, Jr., M.D, President and CEO, +1-973-972-0015, or Leonardo Zangani, +1-908-788-9660, both of L.G. Zangani, LLC Web site: http://www.biodeliverysciences.com/
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