Getting Ready Corporation and Winston Laboratories, Inc. Announce Merger Agreement

    MIAMI and VERNON HILLS, Ill., Nov. 15 /PRNewswire-FirstCall/ -- Winston
 Laboratories, Inc., a specialty pharmaceutical company engaged in the
 discovery and development of products for pain management, and Getting
 Ready Corporation (OTC Bulletin Board: GTRY), a publicly-traded company
 with no active operations, have signed a merger agreement that will bring
 the two companies under one umbrella. The combined company will be renamed
 Winston Pharmaceuticals, Inc., and will be headquartered in Vernon Hills,
 Illinois. The merger is expected to close in the second quarter of 2008,
 and shortly thereafter, the company intends to apply to have its shares
 listed on the American Stock Exchange (AMEX).
     As part of the transaction, Dr. Phillip Frost, former chairman and
 chief executive officer of IVAX Corporation, and his affiliates invested $5
 million in Winston, with an additional $4 million investment to be made at
 the time the merger is consummated. Proceeds from the investment are
 expected to fund current operations of Winston Laboratories, including
 certain costs associated with upcoming regulatory applications. Under the
 terms of the merger agreement, each common share of Winston Laboratories
 will be converted into approximately 17.51 shares of common stock of
 Getting Ready, and each share of preferred stock of Winston Laboratories
 will be converted into approximately .01751 shares of preferred stock of
 Getting Ready, each such preferred share being convertible into 1,000
 shares of Getting Ready common stock. The merger is subject to customary
 covenants and several conditions. As a result of the merger, it is expected
 that Getting Ready shareholders will receive approximately 2.56% of the
 combined company on a fully diluted basis and the new investors will own
 convertible preferred stock representing approximately 27.44% of the
 combined company on a fully diluted basis. Certain of the new investors
 will also receive five-year warrants entitling them to purchase up to 10%
 of the common equity of the combined company on a fully diluted basis.
     Glenn L. Halpryn, current director and president of Getting Ready,
 Steve Rubin, former vice president and general counsel of IVAX Corporation,
 and Subbarao Uppaluri, former vice president of strategic planning of IVAX
 Corporation, will serve on the combined company's board of directors, along
 with four directors to be appointed by Winston Laboratories. Dr. Joel
 Bernstein, founder and president of Winston Laboratories, will become
 president and chief executive officer of the combined company.
     Mr. Halpryn stated that Winston's scientific and management teams have
 extensive experience in clinical development for pain indications. Mr.
 Halpryn also said that he is pleased that Getting Ready was able to enter
 into this merger agreement within a year of the change of control of
 Getting Ready, and he looks forward to serving as a member of the board of
 directors of the combined company following the closing.
     About Winston Laboratories
     Winston Laboratories focuses on major pain indications as well as on
 niche markets, where there is still significant unmet need for pain
 management options with improved efficacy, safety, and tolerability
 profiles. Winston's product candidates span a range of pain indications,
 including episodic cluster headache, chronic daily headache,
 osteoarthritis, neuropathic pain, cancer pain and post-operative pain.
     Winston Laboratories' flagship compound is civamide, a TRPV-1
 (transient receptor potential vanilloid-1) receptor modulator, which we
 believe provides exceptionally long-lasting analgesic activity. A single
 oral dose of civamide, for example, provides effective analgesia for at
 least 7 days in a variety of animal pain models. Winston is engaged in
 late-stage development of civamide for various pain indications, and
 expects to submit its first marketing authorization applications for a
 topical formulation in North America and Europe for relief of
 osteoarthritis pain during the first quarter of 2008.
     About Civamide
     Civamide (cis-8-methyl-N-vanillyl-6-nonenamide) is a patented,
 synthetically produced agent that binds to the TRPV-1 receptor, and, in
 this fashion, selectively depresses the activity of the type-C pain fibers.
 Civamide causes an initial release of the neuropeptides, substance P (SP)
 and calcitonin-gene related peptide (CGRP). Pain transmission is then
 diminished by the subsequent depletion of SP and CGRP from the neuron,
 coupled with suppression of the synthesis and transport of neuropeptides
 along the neuron.
     This press release contains "forward-looking statements," as that term
 is defined under the Private Securities Litigation Reform Act of 1995
 (PSLRA),regarding product development efforts and other non-historical
 facts about our expectations, beliefs or intentions regarding our business,
 technologies and products, financial condition, strategies or prospects.
 Many factors could cause our actual activities or results to differ
 materially from the activities and results anticipated in forward-looking
 statements. These factors include those described in our filings with the
 Securities and Exchange Commission, as well as risks inherent in funding,
 developing and obtaining regulatory approvals of new, commercially-viable
 and competitive products and treatments, including the risks that any of
 our compounds under development may fail, may not achieve the expected
 results or effectiveness and may not generate data that would support the
 approval or marketing of products for the indications being studied or for
 other indications. In addition, forward-looking statements may also be
 adversely affected by general market factors, competitive product
 development, product availability, federal and state regulations and
 legislation, the regulatory process for new products and indications,
 manufacturing issues that may arise, patent positions and litigation, among
 other factors. We do not undertake any obligation to update forward-looking
 statements. We intend that all forward-looking statements be subject to the
 safe-harbor provisions of the PSLRA.
 
 

SOURCE Getting Ready Corporation