Biomira Announces Plan to Reincorporate in the United States
12 Septiembre 2007 - 8:04AM
PR Newswire (US)
COMPANY TO HOST CONFERENCE CALL AT 10:00AM EDT EDMONTON, BELLEVUE,
WASHINGTON, Sept. 12 /PRNewswire-FirstCall/ -- Biomira Inc.
(NASDAQ:BIOM) (TSX: BRA) (the "Company") today announced that the
Company's Board of Directors has approved a proposal to change its
jurisdiction of incorporation from the federal jurisdiction of
Canada to the State of Delaware in the United States of America
through a plan of arrangement. Under the plan of arrangement, which
is subject to shareholder and court approval, Biomira will migrate
to the United States by creating a holding corporation based in the
State of Delaware, Biomira Corporation, which will be the ultimate
parent corporation of a successor corporation of the current
Biomira and its subsidiaries. Biomira Corporation intends to
establish its headquarters in or near Seattle, Washington. "We
believe that reincorporation in Delaware is the right strategic
move to increase long-term shareholder value," said Robert L.
Kirkman, M.D., President and Chief Executive Officer of Biomira.
"This move is intended to raise our profile in the U.S. financial
markets, with the goals of increasing the visibility of our
exciting product pipeline among U.S. institutional investors and
providing access to a larger pool of investment capital.
Additionally, we believe that relocating to a major biotechnology
center such as Seattle will provide greater opportunity to attract
and retain key personnel." Upon the completion of the proposed
arrangement, holders of common shares of Biomira Inc. will receive
one-sixth of a share of common stock of Biomira Corporation in
exchange for each common share of Biomira Inc., which will have the
effect of a 6 for 1 reverse stock split of Biomira Inc. common
shares. "We believe that this effective reverse stock split should
result in a higher trading price for the shares of Biomira
Corporation and ultimately result in increased shareholder value,"
continued Dr. Kirkman. "A higher share price may allow investment
in Biomira Corporation by institutional investors whose policies
preclude investing in stock with lower share prices. Many brokerage
firms prohibit using lower priced stocks in margin accounts. A
higher price also is expected to benefit shareholders by reducing
the risk of a NASDAQ Global Market delisting proceeding based on
the minimum $1 share price rule." "The relocation of our
headquarters to the Seattle area is not expected to result in a
significant change in our operations in Edmonton, Alberta,"
continued Dr. Kirkman. "We have a highly skilled, productive and
dedicated workforce in Edmonton that we intend to maintain.
However, a significant portion of our operations, particularly
related to our small molecule development programs, is already in
the U.S., and we believe that our Seattle area location will help
us to attract the additional staff we need to advance these
programs as rapidly and successfully as possible." The transaction
will be completed through a plan of arrangement, which will require
the approval of two-thirds of the common and preference shares
represented at a special meeting of Biomira's shareholders, voting
as a class. Such a meeting is expected to take place in Edmonton,
Alberta following the distribution of a definitive proxy
statement/prospectus contained as part of a registration statement
filed with the United States Securities and Exchange Commission
(the "SEC") and receipt of an interim order with respect to the
proposed plan of arrangement from the Alberta Court of Queen's
Bench. Biomira Corporation today filed a registration statement on
Form S-4 with the SEC that includes a preliminary proxy
statement/prospectus covering the proposed plan of arrangement and
the shares to be issued to Biomira's shareholders in the plan of
arrangement. Assuming that the SEC declares the registration
statement effective, the shareholders approve of the plan of
arrangement, and the Alberta Court of Queen's Bench issues a final
order approving the plan of arrangement, Biomira currently
estimates that the transactions contemplated by the plan of
arrangement should be completed in early 2008. About Biomira
Biomira is a biotechnology company specializing in the development
of innovative therapeutic products for the treatment of cancer.
Biomira's goal is to develop and commercialize novel synthetic
vaccines and targeted small molecules that have the potential to
improve the lives and outcomes of cancer patients. Conference Call
and Webcast Biomira's management will hold a conference call
beginning at 10:00 a.m. EDT today, September 12, 2007. To listen to
a live webcast of the call, visit http://www.biomira.com/. Biomira
intends to make a recording of the webcast available on the Biomira
website and via telephone replay. It is expected that the archive
of the webcast will be available approximately 15 minutes after
completion of the discussion and will be posted for 90 days. It is
expected that a replay will be available by phone approximately one
hour after completion of the discussion and will be accessible for
7 days. Access numbers for this replay are: 416-640-1917, passcode
21246399 followed by the pound sign or 877-289-8525, passcode
21246399 followed by the pound sign Forward Looking Statements In
order to provide Biomira's investors with an understanding of its
current intentions and future prospects, this release contains
statements that are forward looking, including statements relating
to the anticipated benefits of the proposed reincorporation of
Biomira from Canada to the United States. These forward-looking
statements represent Biomira's intentions, plans, expectations and
beliefs and are based on its management's experience and assessment
of historical and future trends and the application of key
assumptions relating to future events and circumstances.
Forward-looking statements involve risks and uncertainties,
including risks and uncertainties related to the proposed
reincorporation transaction, Biomira's business and the general
economic environment. Many of these risks and uncertainties are
beyond Biomira's control. These risks, uncertainties and other
factors could cause our actual results to differ materially from
those projected in forward-looking statements. Risks,
uncertainties, and assumptions include the possibility that the
proposed arrangement and reincorporation may not be completed as a
result of failure to obtain shareholder, judicial and/or regulatory
approvals or for other reasons; that the anticipated benefits of
the reincorporation, including our ability to increase our profile
among U.S. institutional investors and to attract and retain
scientific and administrative personnel by locating in a larger
biotechnology center, may not be realized; the anticipated benefits
of the effective reverse stock split, including a higher trading
price for the common stock of Biomira Corporation and the
attraction of institutional investors may not be realized; and the
other risks and uncertainties described in the reports and other
documents, including the registration statement on Form S-4, filed
by either Biomira Inc. or Biomira Corporation with the Securities
and Exchange Commission and/or Canadian regulatory authorities.
Although Biomira believes that any forward-looking statements
contained herein are reasonable, it can give no assurance that its
expectations are correct. All forward-looking statements are
expressly qualified in their entirety by this cautionary statement.
For a detailed description of the risks and uncertainties
associated with Biomira, you are encouraged to review the official
corporate documents filed with the securities regulators in Canada
and the United States, including the risk factors described in the
registration statement on Form S-4 filed by Biomira Corporation
with the Securities and Exchange Commission and on SEDAR.
Additional Information About the Arrangement/Reincorporation and
Where to Find It On September 12, 2007, Biomira Corporation, a
Delaware corporation that will, if the arrangement is approved,
become the parent corporation of a successor to Biomira Inc., a
Canadian corporation, filed a registration statement on Form S-4
with the Securities and Exchange Commission (SEC) containing a
preliminary proxy statement/prospectus regarding the proposed plan
of arrangement. We have also filed this registration statement on
SEDAR. Investors and security holders of Biomira Inc. are urged to
read the preliminary proxy statement/prospectus, which has not been
declared effective by the SEC, and when and if it is available, the
definitive proxy statement/prospectus filed with the SEC and on
SEDAR. These documents as well as Biomira Inc.'s other filings with
the SEC and Canadian regulatory authorities contain, or will
contain, important information about Biomira Inc., Biomira
Corporation, and the proposed plan of arrangement. The preliminary
proxy statement/prospectus filed with the SEC by Biomira
Corporation on September 12, 2007 and any other filings by Biomira
Inc. or Biomira Corporation with the SEC may be obtained free of
charge at the SEC's website, http://www.sec.gov/. Similarly, the
documents filed on SEDAR may be obtained free of charge at the
SEDAR website, http://www.sedar.com/. In addition, investors and
security holders may obtain free copies of the documents Biomira
Inc. and Biomira Corporation have filed with the SEC and/or
Canadian regulatory authorities by contacting Biomira's Investor
Relations Department at Biomira, Inc., 2011 - 94 St. Edmonton, AB,
Canada T6N 1H1. Attn: Investor Relations, telephone: (780)
450-3761, ext. 818. Biomira Inc., Biomira Corporation, Robert L.
Kirkman, M.D., Chief Executive Officer of both Biomira Inc. and
Biomira Corporation, Edward A. Taylor, Chief Financial Officer of
both Biomira Inc. and Biomira Corporation, and certain of Biomira
Inc. and Biomira Corporation's other executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the shareholders of Biomira Inc. in favor of the
arrangement. The other executive officers and directors of Biomira
Inc. or Biomira Corporation who may be participants in the
solicitation of proxies in connection with the arrangement have not
been determined as of this date. A description of the interests of
Dr. Kirkman, Mr. Taylor, and other executive officers of Biomira
Inc. and Biomira Corporation is set forth in the preliminary proxy
statement/prospectus filed as part of the registration statement on
Form S-4 described above. Investors and security holders may obtain
more detailed information regarding the direct and indirect
interests of Dr. Kirkman, Mr. Taylor, and other executive officers
and directors in the arrangement by reading the preliminary proxy
statement/prospectus filed with the SEC on September 12, 2007 as
part of the registration statement on Form S-4 and, when and if it
becomes available, the definitive proxy statement/prospectus.
DATASOURCE: Biomira Inc. CONTACT: Investor and Media Relations
Contact: Julie Rathbun, Rathbun Communications, (206) 769-9219,
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