COMPANY TO HOST CONFERENCE CALL AT 10:00AM EDT
EDMONTON, BELLEVUE, WASHINGTON, Sept. 12 /CNW/ - 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
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
"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.
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
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
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
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, www.sec.gov. Similarly, the documents filed on SEDAR may be obtained
free of charge at the SEDAR website, 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.
For further information:
For further information: Investor and Media Relations Contact: Julie
Rathbun, Rathbun Communications, (206) 769-9219, firstname.lastname@example.org