Migenix averts proxy contest; reaches agreement with DJohnson holdings



    VANCOUVER, Aug. 11 /CNW/ - MIGENIX Inc. ("MIGENIX") announced today that
it has reached an agreement with DJohnson Holdings Inc. ("DJohnson"), a
significant shareholder of MIGENIX, that will avoid a proxy contest at
MIGENIX's annual meeting of shareholders scheduled for October 31, 2008. As
part of the agreement, MIGENIX has reduced the size of its board of directors
from seven members to five and accepted the resignations of the following
directors: David Scott, James DeMesa, Steven Gillis, Colin Mallet and Michael
Abrams. The new board will be comprised of two members from the incumbent
board, Pieter Dorsman and Alistair Duncan, and the following DJohnson
nominees:

    Douglas Johnson - Mr. Johnson has over 30 years of experience in the
financing of both public and private companies. Mr. Johnson has operated
Canfund Ventures Corporation ("Canfund") since 1982 as chief executive officer
and president. Canfund is a venture investor specializing in microcap and
start-up companies and has extensive investments in resources and technology
companies. Mr. Johnson is the president, chief executive officer and a
director of Foundation Resources Inc., and is also a director of both Search
Capital Inc. and Ridgeline Energy Services Inc., formerly Gavwest Resources
Ltd., all of which are listed on the TSX Venture Exchange.

    Bruce Schmidt - Mr. Schmidt is a founder and chief executive officer of a
University of British Columbia spin-off biotechnology company focused on novel
compounds for the treatment of various cancers and neurological disorders. In
2000, Mr. Schmidt helped found Genome British Columbia, a life-sciences
research institute with the objective of building world class genomics
capabilities for British Columbia. Mr. Schmidt has also served as a director
for a number of high-tech and biotech companies in Canada. Previous activities
include acting as a director of the Canadian Healthcare Licensing Association
and chairman of LifeSciences British Columbia (formerly BCBiotech).

    Andrew Rae - Mr. Rae is the chief executive officer and president of iCo
Therapeutics Inc., an ocular development company he co-founded in 2005. Mr.
Rae has spent a decade in the biotechnology industry, formerly as chief
financial officer with Ability Biomedical Corporation. Mr. Rae has also served
as vice president, Finance and Corporate Affairs at Active Pass
Pharmaceuticals. Previously, Mr. Rae served as biotechnology equities analyst
at Goepel Shields & Partners (now Raymond James Ltd.), covering Canadian
biotechnology stocks.

    To facilitate a resolution between the parties, Dr. James DeMesa has also
agreed to resign as president and chief executive officer of MIGENIX effective
immediately. Bruce Schmidt has been appointed as interim president and chief
executive officer of MIGENIX.
    Dr. Jim DeMesa, resigning president and chief executive officer of
MIGENIX, commented: "We are pleased a solution between MIGENIX and DJohnson
has been reached. As a result of a detailed assessment of MIGENIX's current
financial condition, the opportunities which lie ahead, and the standby
commitment for a rights offering that has been made by DJohnson, the board
determined that a settlement with DJohnson was in the best interests of
shareholders."
    Doug Johnson, president of DJohnson, stated, "I am glad the impending
proxy battle has been resolved. I am pleased to have myself, Bruce Schmidt and
Andrew Rae join the board of directors to help guide MIGENIX in realizing its
objectives. Our agreement with MIGENIX increases shareholder representation on
our board and is consistent with our commitment of accountability to
shareholders."
    As a first step, the new board will concentrate its efforts on raising
additional capital to finance MIGENIX's pipeline projects and for general
working capital purposes. Doug Johnson commented, "We are committed to raising
funds for MIGENIX in a manner that is fair to all shareholders. Our proposal
is to conduct a rights offering in the aggregate amount of $2,500,000 in which
MIGENIX's shareholders can participate. The rights offering will have the dual
benefit of raising the funds MIGENIX requires while at the same time
preventing further dilution of shareholders' investment in MIGENIX." As a part
of its commitment to restructure and stabilize MIGENIX, DJohnson has agreed to
provide a standby commitment to take up shares in an aggregate amount equal to
a minimum of $1,250,000 and a maximum of $2,500,000 of the proposed rights
offering. Additional information concerning the rights offering will be
provided by MIGENIX in a forthcoming communication.

    About MIGENIX:

    MIGENIX is committed to advancing therapy, improving health, and
enriching life by developing and commercializing drugs primarily in the area
of infectious diseases. The Company's programs include drug candidates for:
the prevention of catheter-related infections (Phase III), the treatment of
dermatological diseases (end of Phase II), the treatment of chronic hepatitis
C infections (Phase II and preclinical), the treatment of serious gram
positive bacterial infections (preclinical) and the treatment of hepatitis B
infections (preclinical). MIGENIX is headquartered in Vancouver, British
Columbia, Canada with US operations in San Diego, California. Additional
information 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 and include, without limitation, statements regarding our strategy,
future operations, timing and completion of clinical trials, prospects, plans
and objectives of management. The words "anticipates", "believes", "budgets",
"could", "estimates", "expects", "forecasts", "intends", "may", "might",
"plans", "projects", "schedule", "should", "will", "would" and similar
expressions are often intended to identify forward-looking statements, which
include underlying assumptions, although not all forward-looking statements
contain these identifying words. 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 things contemplated by the forward-looking
statements will not occur. Although we believe 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 for: MIGENIX conducting a rights
offering in the aggregate amount of $2,500,000. 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 are described in detail in MIGENIX's annual information form and
annual report on Form 20-F and other filings with the Canadian securities
regulatory authorities and the U.S. Securities & Exchange Commission.
Forward-looking statements are based on our current expectations and MIGENIX
assumes no obligations to update such information to reflect later events or
developments.





For further information:

For further information: Bruce Schmidt, interim president and chief
executive officer, at (604) 221-9666

Organization Profile

MIGENIX INC.

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