Senetek PLC in Letter of Intent to Acquire IGI, Inc.
NAPA, Calif. and BUENA, N.J., Oct. 27 /PRNewswire-FirstCall/ -- Senetek PLC
(NASDAQ:SNTK), http://www.senetekplc.com/, and IGI, Inc. (AMEX:IG),
http://www.askigi.com/, today announced the signing of a letter of intent for
Senetek to acquire IGI in a stock-for-stock transaction in which Senetek
shareholders would receive 60% of the shares of a newly formed holding company
and IGI shareholders would receive 40%. The holding company would be organized
in the United States and would seek listing on either the Nasdaq SmallCap
Market or the American Stock Exchange. The transaction is subject to the
satisfactory completion by each company of a due diligence review of the other
company's business, technology, financial position and prospects, negotiation
and execution of definitive agreements and their approval by the companies'
respective Boards of Directors and shareholders, and satisfaction of all
closing conditions specified in the definitive agreements. In addition, if the
combined market capitalizations of the two companies, based on the average
daily sale prices of their shares during a 20-trading day period following
circulation of their respective proxy statements for the transaction, is less
than $40 million (equivalent to a minimum of $16 million pro forma value for
the 40% of the combined company's shares issuable to IGI shareholders), either
party may terminate the transaction. IGI has agreed not to enter into any
discussions with third parties for a possible business combination or other
transaction not in the ordinary course of business for a period of 60 days
while the due diligence investigations continue, although it may provide
publicly available information pursuant to confidentiality agreements signed
with third parties prior to the date of the letter of intent.
Frank J. Massino, Chairman of the Board and Chief Executive Officer of Senetek,
said, "We believe IGI is an ideal acquisition partner for Senetek. We see
extensive potential synergies, among them combining IGI's patented Novasome(R)
micro-encapsulation dermal delivery technology with Senetek's patented
dermatological active ingredients and cross-selling these products to each
company's extensive licensee and customer network. We very much look forward
to working with the IGI team toward successful completion of this transaction." Frank Gerardi, Chairman of the Board and Chief Executive Officer of IGI,
commented, "The expansion of the combined company's intellectual property
portfolio and new product pipeline, diversification and strengthening of its
revenue stream and greater market capitalization and improved liquidity should
attract research coverage and equity investment and enhance shareholder value." This press release does not constitute an offer of any stock or other
securities of Senetek, IGI or any other party for sale.
Senetek is a life sciences-driven product development and licensing company
focused on the high growth market for dermatological and skin care products
primarily addressing photodamage and age-related skin conditions. Senetek's
patented compound Kinetin is a naturally occurring cytokinin that has proven
effective in improving the appearance of aging skin with virtually none of the
side effects associated with acid-based active ingredients. Senetek has
licensed Kinetin to leading global and regional dermatological and skin care
marketers including Valeant Pharmaceuticals, The Body Shop and Revlon.
Senetek's researchers at the University of Aarhus, Denmark, also are
collaborating with the Institute of Experimental Botany, Prague, and with
Beiersdorf AG, Hamburg, to identify and evaluate additional new biologically
active compounds for this high growth field.
IGI is a company committed to growth by applying its proprietary technologies
to achieve cost-effective solutions with differential consumer advantages for
its customers. IGI's patented Novasome(R) micro-encapsulation technology
offers value-added qualities to cosmetics, skin care products, dermatological
formulations and other consumer products, providing improved dermal absorption
controlled and sustained release as well as improved stability and greater ease
of formulation. IGI has licensed Novasome technology to leading global
dermatological and skin care companies including Johnson & Johnson Consumer
Products, Inc., Estee Lauder Corporation, Genesis Pharmaceutical, Inc. and
Apollo Pharmaceutical, Inc., and recently sub-licensed Tarpan Therapeutics,
Inc. to obtain FDA approval for and market IGI's PTH 1-34 compound using
Novasome technology for psoriasis.
Senetek PLC Investor Relations Contact:
1-707-226-3900 ext. 102
E-mail: IGI, Inc. Investor Relations Contact:
1-856-697-1441
E-mail: Safe Harbor Statement
This news release contains statements that may be considered "forward- looking
statements" within the meaning of the Private Securities Litigation Reform Act,
including those that might imply the parties' expectation of the successful
completion of the transactions contemplated by the letter of intent and success
in combining the two companies and realizing hoped for synergies. Forward-looking statements by their nature involve substantial uncertainty, and
actual results may differ materially from those that might be suggested by such
statements. Important factors identified by the companies that they believe
could result in such material differences are described in their respective
Annual Reports on Form 10-K for the year 2003 and subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. However, the companies
necessarily can give no assurance that they have identified or will identify
all of the factors that may result in any particular forward-looking statement
materially differing from actual results, and neither assumes any obligation to
correct or update any forward-looking statements which may prove to be
inaccurate, whether as a result of new information, future events or otherwise. DATASOURCE: Senetek PLC CONTACT: Senetek PLC Investor Relations, +1-707-226-3900, ext. 102, ; or IGI, Inc. Investor Relations, +1-856-697-1441, Web site: http://www.askigi.com/ http://www.senetekplc.com/
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