Mar. 19, 2010 (Filing Services Canada) -- Migenix Inc. (MGI - TSX, MGIFF - OTCBB), announced today (the "Effective Date") the closing of its previously announced plan of arrangement (the "Arrangement") with its wholly-owned subsidiary BioWest Therapeutics Inc. ("BioWest") and Madison Pacific Properties Inc. ("Madison").
Pursuant to the Arrangement and the Investment Agreement among MIGENIX, BioWest and Madison dated February 16, 2010, Madison made an investment in MIGENIX in the aggregate amount of $4,000,000 (the "Proceeds"), and MIGENIX caused substantially all of its business, operations, assets, including cash and the net Proceeds, and liabilities to be transferred to BioWest, which has the same directors, management and consultants as MIGENIX had prior to the Effective Date. As a result of the Arrangement, among other things:
* Each current MIGENIX shareholder as at the effective time of the Arrangement will be entitled to receive 0.02 of a class B common share of MIGENIX (renamed "Metro Vancouver Properties Corp.") and 0.1 of a BioWest common share for each MIGENIX common share held by them;
* Current shareholders of MIGENIX own 100% of the outstanding shares of BioWest in the same proportion that they previously held in MIGENIX, and holders of securities ("MIGENIX Securities") convertible into MIGENIX common shares hold securities of BioWest in place of their of MIGENIX Securities;
* BioWest will pursue the business and operations currently carried on by MIGENIX;
* Madison owns 39.5% of the issued and outstanding MIGENIX common shares and all of the issued and outstanding non-voting shares of MIGENIX, representing approximately 94.1% of the equity of MIGENIX, and current MIGENIX shareholders own 60.5% of the issued and outstanding MIGENIX common shares;
* Metro Vancouver Properties Corp. intends to focus on acquiring new business, which may involve an investment in and the development of real estate properties or other businesses determined by the board.
It is expected that the common shares of BioWest will commence trading on the Toronto Stock Exchange (the "Exchange") effective the open of the market on March 24, 2010, under the symbol "BWE". As set out in further detail in the management information circular of MIGENIX dated February 16, 2010 (the "Circular"), the common shares of MIGENIX will be delisted from the Exchange concurrent with the listing of the BioWest common shares
The British Columbia Supreme Court approved the Arrangement by order dated March 19, 2010.
This news release should be read together with the more detailed information contained in the Circular, available on SEDAR at www.sedar.com.
For further information, contact Paul Brennan, our chief executive officer, at (604) 790-4671.
About MIGENIX
MIGENIX is committed to advancing therapy, improving health, and enriching life by developing and commercializing drugs for the treatment of infectious diseases. The Company's programs include drug candidates for: the treatment and prevention of hospital-acquired and other infections, the treatment of dermatological diseases, and the treatment of hepatitis B infections. MIGENIX is headquartered in Vancouver, British Columbia, Canada. Additional information regarding the Company can be found at www.migenix.com.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, and forward-looking information within the meaning of applicable securities laws in Canada (collectively referred to as "forward-looking statements"). Statements, other than statements of historical fact, are forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other matters contemplated by the forward-looking statements will not occur.
Although our management believes that the expectations represented by such forward-looking statements are reasonable, there is significant risk that the forward-looking statements may not be achieved, and the underlying assumptions thereto will not prove to be accurate. Forward-looking statements in this news release include, but are not limited to, statements concerning our expectations that BioWest will, or will be able to, carry on the MIGENIX business following closing of the Arrangement, that the BioWest common shares will be listed on the Exchange and that Metro Vancouver Properties Corp. will acquire any new business following completion of the Arrangement.
With respect to the forward-looking statements contained in this news release, we have made numerous assumptions regarding, among other things, the ability of BioWest's management to carry on the MIGENIX business, that the Exchange will approve the listing of the BioWest common shares and that the board of directors of Metro Vancouver Properties Corp. will be able to identify and acquire any new business.
Actual results or events could differ materially from the plans, intentions and expectations expressed or implied in any forward-looking statements, including the underlying assumptions thereto, as a result of numerous risks, uncertainties and other factors including: potential delays; market conditions for financings; uncertainties as to future expense levels and the possibility of unanticipated costs or expenses or cost overruns; dependence on corporate collaborations; the possibility that opportunities will arise that require more cash than presently anticipated and other uncertainties related to predictions of future cash requirements; uncertainties related to early stage of technology and product development; uncertainties as to the requirement that a drug be found to be safe and effective after extensive clinical trials and the possibility that the results of such trials, if completed, will not establish the safety or efficacy of our products; and other risks and uncertainties which may not be described herein. Certain of these factors and other factors are described in detail in the Company's Annual Information Form and other filings with the Canadian securities regulatory authorities.
Forward-looking statements are based on our current expectations and MIGENIX assumes no obligations to update such information to reflect later events or developments.
MIGENIX Inc.
102 - 2389 Health Sciences Mall
Vancouver, BC V6T 1Z3
Canada
Source: Migenix Inc. (TSX - MGI) (OTCBB - MGIFF) http://www.migenix.com
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| March 19, 2010 - 17:37 PM PST |
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