WORCESTER, Mass. and TORONTO, Sept. 15, 2011 /PRNewswire/ -- Generex Biotechnology Corporation (www.generex.com) (OTCBB: GNBT) today provided an update on the status of the previously announced spinout of its wholly-owned subsidiary, Antigen Express, Inc. (www.antigenexpress.com).
The Company is in the midst of a detailed and comprehensive review of several transaction opportunities, including both shell companies and operating biotech companies with synergistic intellectual properties, in each case Securities and Exchange Commission registrants and Depository Trust Company eligible companies, into which Antigen Express will be merged.
"We are undertaking our due diligence examination of available alternatives with a view to identifying an appropriate transaction for the Antigen Express spinout," stated Mark Fletcher, Generex President & Chief Executive Officer. "We will proceed with expedition to negotiate an agreement with the target company, complete the merger of Antigen Express into that company, and conduct an initial fund raising. If the merger and the initial fund raising are successful, we will then seek a listing of the merged company's stock on a national stock exchange."
Generex will provide further updates as the transactions progress.
Mr. Fletcher has previously stated regarding the spinout: "The transformation of Antigen Express into a separate, publicly traded entity is the centerpiece of the Generex strategic development plan. For too long, Antigen Express and its promising immunotherapeutic vaccine technologies have been overshadowed by the Generex buccal drug delivery platform technologies. We believe this spinout will help to unlock the true value of this dynamic company for our stockholders as it creates a pure play in immunotherapeutic vaccines for which we have already received an appraisal of over $300 million for the current status of our development program for breast cancer treatment alone. It will also allow Generex to benefit from its controlling interest in a publicly traded Antigen Express while allowing the Company to focus on maximizing the vast opportunities for its buccal drug delivery platform."
Generex intends to issue one or more dividends of Antigen Express stock to Generex stockholders. The record dates in respect of such dividends are yet to be determined and will be announced in due course. The stock dividends will enable Generex stockholders to directly participate in the promising future of Antigen Express as well as create a large shareholder base that could create an environment for liquidity required by new investors.
Following the issuance of stock dividends, Generex expects to retain a controlling interest in Antigen Express, but the exact proportion of the shares to be held by Generex has not yet been determined.
Subject to market conditions and the satisfaction of regulatory requirements, it is expected that the Antigen Express spinout will occur in 2011 or early 2012.
This press release does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities.
About Generex Biotechnology Corporation
Generex is engaged in the research, development, and commercialization of drug delivery systems and technologies. Generex has developed a proprietary platform technology for the delivery of drugs into the human body through the oral cavity (with no deposit in the lungs). The Company's proprietary liquid formulations allow drugs typically administered by injection to be absorbed into the body by the lining of the inner mouth using the Company's proprietary RapidMist™ device. Antigen Express, Inc. is a wholly owned subsidiary of Generex. The core platform technologies of Antigen Express comprise immunotherapeutic vaccines for the treatment of malignant, infectious, allergic, and autoimmune diseases. Antigen Express has pioneered the use of specific CD4+ T helper stimulation in immunotherapy. One of its platform technologies relies on inhibition of expression of the Ii protein. Antigen Express scientists, and others, have shown clearly that suppression of expression of the Ii protein in cancer cells allows for potent stimulation of T helper cells and prevents the further growth of cancer cells. For more information, visit the Generex website at www.generex.com or the Antigen Express website at www.antigenexpress.com.
Cautionary Note Regarding Forward-Looking Statements
This release and oral statements made from time to time by Generex representatives in respect of the same subject matter may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by introductory words such as "expects," "plan," "believes," "will," "achieve," "anticipate," "would," "should," "subject to" or words of similar meaning, and by the fact that they do not relate strictly to historical or current facts. Forward-looking statements frequently are used in discussing potential product applications, potential collaborations, product development activities, clinical studies, regulatory submissions and approvals, and similar operating matters. Many factors may cause actual results to differ from forward-looking statements, including inaccurate assumptions and a broad variety of risks and uncertainties, some of which are known and others of which are not. Known risks and uncertainties include those identified from time to time in the reports filed by Generex with the Securities and Exchange Commission, which should be considered together with any forward-looking statement. Risks and uncertainties relating to the proposed activities and transactions discussed in this press release include the risks that: (1) No transaction will be effected between Antigen and the prospective merger partner; (2) Antigen will not be successful in raising sufficient capital to carry out its business plans; (3) Antigen will not meet the standards for listing its common stock on a national stock exchange; (4) the anticipated benefits of the contemplated merger will not be realized; and (5) Generex will be required to cede more ownership of Antigen to new investors than currently planned. No forward-looking statement is a guarantee of future results or events, and one should avoid placing undue reliance on such statements. Generex undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Generex cannot be sure when or if it will be permitted by regulatory agencies to undertake additional clinical trials or to commence any particular phase of clinical trials. Because of this, statements regarding the expected timing of clinical trials or ultimate regulatory approval cannot be regarded as actual predictions of when Generex will obtain regulatory approval for any "phase" of clinical trials or when it will obtain ultimate regulatory approval by a particular regulatory agency. Generex claims the protection of the safe harbor for forward-looking statements that is contained in the Private Securities Litigation Reform Act.
SOURCE Generex Biotechnology Corporation