/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
BURNABY, BC, April 3 /CNW/ - Chromos Molecular Systems Inc. ("Chromos")
(TSX:CHR) announced today an update on its recently announced financing and on
discussions regarding a potential partnership for its lead product, CHR-1103.
On March 21, 2007 Chromos announced a $4 million bought deal private
placement. The closing of this offering, previously scheduled for on or about
April 6, 2007, was subject to certain conditions. The Underwriters have
informed the Company that they are withdrawing their financing offer. The
Underwriters' decision was primarily due to the recent decline in the price of
the Company's common shares and the cessation of the collaboration discussions
with a U.S.-based biotechnology company as is described below in more detail.
In the event that Chromos is able to rectify these conditions the Underwriters
have expressed that they will re-evaluate the opportunity to arrange a private
Chromos had previously announced a non-binding term sheet with a
U.S.-based biotechnology company for a collaboration agreement to co-develop
CHR-1103. The transaction was subject to completion of final due diligence and
execution of definitive agreements. Although the due diligence proceeded
successfully, the U.S.-based biotechnology company decided that the
prospective collaboration would not allow it to meet the timing of its
specific funding milestones. Negotiations with this prospective partner for
CHR-1103 have now been discontinued.
Chromos continues to engage in discussions with a number of other parties
regarding a potential partnership for CHR-1103. Management and the Board of
Directors of Chromos are reviewing strategic alternatives available to the
Chromos is a biopharmaceutical company with two drug development programs
focused on inflammatory diseases and thrombotic disorders. The Company's lead
product, CHR-1103, is a humanized monoclonal antibody being developed as an
acute treatment for relapses associated with multiple sclerosis (MS). Chromos
generates revenue from its proprietary ACE System technology to engineer
production quality cell lines to manufacture biopharmaceutical products
including monoclonal antibodies. For more information, please visit our
website at www.chromos.com.
The securities offered have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the
securities in any State in which such offer, solicitation or sale would be
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction.
Risks and Uncertainties
Certain of the statements contained in this press release are
forward-looking statements which involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Chromos (the "Company"), or industry results,
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
To the extent possible, management implements strategies to reduce or
mitigate the risks and uncertainties associated with the Company's operations.
Operating risks include (i) the continued availability of capital to finance
the Company's activities; (ii) the Company's limited cash position, (iii) the
ability to successfully obtain proof of the effectiveness of the Company's
technology (iv) the ability to complete and maintain corporate alliances,
including a collaboration for CHR-1103, relating to the development and
commercialization of the Company's technology; (v) the ability to obtain and
enforce patent and other intellectual property protection for the Company's
technology; (vi) market acceptance of the Company's technology; (vii) the
competitive environment and impact of technological change; (viii) the
Company's ability to attract and retain employees to carry out its business
plans; (ix) the timely development and commercialization of any technology or
products that are contingent on the completion and maintenance of corporate
alliances with third parties; (*) the demand for repayment of the outstanding
Notes by the Noteholders and (xi) regulatory approval of the conversion of the
outstanding Notes. Further details on Chromos' operating risks can be found in
the Company's Quarterly and Annual Reports to Shareholders.
For further information:
For further information: Jeff Charpentier, CA, Vice President Finance
and CFO, (604) 415-7132, email: email@example.com