Ophidian Pharmaceuticals, Inc. Announces a Distribution to Stockholders And The Signing of an Agreement and Plan of Merger With Hemoxymed, Inc.

Apr 16, 2001, 01:00 ET from Ophidian Pharmaceuticals, Inc.

    MADISON, Wis., April 16 /PRNewswire/ --
     Ophidian Pharmaceuticals, Inc. (OTC Bulletin Board:   OPHD.OB) ("Ophidian"
 or "the Company") announced today that it will make a distribution to its
 existing stockholders of record as of April 23, 2001.  The distribution will
 be in the amount of Eighty-three cents ($0.83) per share, and payment is
 scheduled to be mailed to stockholders on or about April 30, 2001.
     This distribution represents most of the proceeds the Company received
 from the sale of its assets to Promega Corporation on November 16, 2000.  The
 Company has retained the remaining portion of the proceeds to cover certain
 operating expenses, taxes, other costs, and remaining liabilities of the
 Company, including any liabilities that arise after the closing of its
 Agreement and Plan of Merger with Hemoxymed, Inc. ("Hemoxymed"), as previously
 announced.  After payment of its remaining liabilities, a final distribution
 of any remaining proceeds, if any, from the sale of its assets to Promega
 Corporation will be made following the closing of the Company's Agreement and
 Plan of Merger with Hemoxymed.
     The Company also announced that as of April 16, 2001, Ophidian and
 Hemoxymed entered into an Agreement and Plan of Merger whereby Ophidian will
 acquire all of Hemoxymed's outstanding capital stock from Hemoxymed
 shareholders in exchange for Ophidian's issuance and delivery to Hemoxymed
 shareholders of 19,000,000 new, unregistered shares of the Company's common
 stock.  Immediately following the closing of the transaction, the Company will
 have 20,200,000 shares of its common stock issued and outstanding, of which
 Hemoxymed shareholders will hold approximately 94% and the Ophidian
 stockholders immediately prior to the transaction will hold the remaining 6%,
 and Hemoxymed will become a wholly owned subsidiary of the Company.
     As previously announced, the parties expect to rename the Company
 "HEMOXymed, Inc." and its subsidiary will continue Hemoxymed's current
 business, which is the development of a process designed to increase tissue
 oxygenation for the treatment of a wide range of diseases.  The transaction is
 expected to be tax-free to the stockholders of both companies.  The closing of
 the transaction is subject to customary conditions, including the approval of
 the stockholders of both Ophidian and Hemoxymed.
     NOTE:  "Safe Harbor" Statement under the Private Securities Litigation
 Reform Act of 1995:  This document contains certain forward-looking statements
 based on the Company's expectations.  There are certain key factors that could
 cause future results to differ from those anticipated by the Company's
 management and Board of Directors, including but not limited to the risk that
 the Company may not be able to complete the merger with, as well as any
 unanticipated claims and liabilities that might arise during the process of
 liquidating and winding up the Company's business and affairs.
 
 

SOURCE Ophidian Pharmaceuticals, Inc.
    MADISON, Wis., April 16 /PRNewswire/ --
     Ophidian Pharmaceuticals, Inc. (OTC Bulletin Board:   OPHD.OB) ("Ophidian"
 or "the Company") announced today that it will make a distribution to its
 existing stockholders of record as of April 23, 2001.  The distribution will
 be in the amount of Eighty-three cents ($0.83) per share, and payment is
 scheduled to be mailed to stockholders on or about April 30, 2001.
     This distribution represents most of the proceeds the Company received
 from the sale of its assets to Promega Corporation on November 16, 2000.  The
 Company has retained the remaining portion of the proceeds to cover certain
 operating expenses, taxes, other costs, and remaining liabilities of the
 Company, including any liabilities that arise after the closing of its
 Agreement and Plan of Merger with Hemoxymed, Inc. ("Hemoxymed"), as previously
 announced.  After payment of its remaining liabilities, a final distribution
 of any remaining proceeds, if any, from the sale of its assets to Promega
 Corporation will be made following the closing of the Company's Agreement and
 Plan of Merger with Hemoxymed.
     The Company also announced that as of April 16, 2001, Ophidian and
 Hemoxymed entered into an Agreement and Plan of Merger whereby Ophidian will
 acquire all of Hemoxymed's outstanding capital stock from Hemoxymed
 shareholders in exchange for Ophidian's issuance and delivery to Hemoxymed
 shareholders of 19,000,000 new, unregistered shares of the Company's common
 stock.  Immediately following the closing of the transaction, the Company will
 have 20,200,000 shares of its common stock issued and outstanding, of which
 Hemoxymed shareholders will hold approximately 94% and the Ophidian
 stockholders immediately prior to the transaction will hold the remaining 6%,
 and Hemoxymed will become a wholly owned subsidiary of the Company.
     As previously announced, the parties expect to rename the Company
 "HEMOXymed, Inc." and its subsidiary will continue Hemoxymed's current
 business, which is the development of a process designed to increase tissue
 oxygenation for the treatment of a wide range of diseases.  The transaction is
 expected to be tax-free to the stockholders of both companies.  The closing of
 the transaction is subject to customary conditions, including the approval of
 the stockholders of both Ophidian and Hemoxymed.
     NOTE:  "Safe Harbor" Statement under the Private Securities Litigation
 Reform Act of 1995:  This document contains certain forward-looking statements
 based on the Company's expectations.  There are certain key factors that could
 cause future results to differ from those anticipated by the Company's
 management and Board of Directors, including but not limited to the risk that
 the Company may not be able to complete the merger with, as well as any
 unanticipated claims and liabilities that might arise during the process of
 liquidating and winding up the Company's business and affairs.
 
 SOURCE  Ophidian Pharmaceuticals, Inc.