BioMimetic Therapeutics, Inc. Announces Record Date for Rights Offering
FRANKLIN, Tenn. – April 16, 2009 -- BioMimetic Therapeutics, Inc. (NASDAQ: BMTI) announced today that its Board of Directors has set 5:00 p.m., New York time, on April 21, 2009, as the record date for its previously announced rights offering.
Under the terms of the rights offering, the Company will distribute, at no charge, to holders of its common stock as of the record date, other than participants in the BioMimetic 401k Plan, non-transferable rights to purchase up to 2,000,000 shares of its common stock. The rights offering and all rights will expire at 5:00 p.m., New York time on June 15, 2009 (unless extended).
In connection with the rights offering, the Company entered into a standby purchase agreement with Novo A/S, an existing stockholder of the Company, pursuant to which Novo A/S has agreed to backstop the rights offering by agreeing to purchase up to $15 million of common stock in the offering, if this stock is not purchased by other current shareholders. Novo A/S is an interested stockholder for purposes of Section 203 of the Delaware General Corporation Law and, in accordance with such law, Novo A/S's participation in the rights offering as a standby purchaser requires the approval, in an annual or special meeting of stockholders, of 66 2/3% of the Company's outstanding shares of common stock. The Company intends to solicit such approval at its upcoming annual meeting of stockholders. There can be no assurance that the proposed rights offering will be commenced or completed, and the Company is unable, at this time, to ascertain the amount of proceeds it will generate in the rights offering. There can be no assurance that the Company will be able to solicit successfully the approval of its stockholders for Novo A/S's participation as standby purchaser.
The rights offering will be conducted via a registration statement. A registration statement related to the securities has been filed with the Securities and Exchange Commission but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The prospectus will contain important information about the rights offering, and stockholders are urged to read the prospectus carefully when available. Copies of the prospectus may be obtained, when available, from The Altman Group toll-free at (866) 796-7176.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities mentioned in this press release in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The rights offering will be made by means of a prospectus and any offering of the Company's common stock under the resale registration statement will be made only by means of a prospectus.
About BioMimetic Therapeutics
BioMimetic Therapeutics, Inc. is developing and commercializing regenerative protein-device combination products for the healing of musculoskeletal injuries and disease, including orthopedic, spine and sports injury applications. BioMimetic received marketing approval from the FDA for its first product, GEM 21S®, as a grafting material for bone and periodontal regeneration following completion of human clinical trials, which demonstrated the safety and efficacy of the rhPDGF-BB platform technology. Additionally, the Company has both completed and ongoing clinical trials with its product candidates Augment and Augment Injectable in multiple orthopedic bone healing indications including the treatment of foot and ankle fusions and the stimulation of healing of fractures of the wrist. BioMimetic's previously approved product and lead product candidates all combine recombinant protein therapeutics (rhPDGF-BB) with tissue specific scaffolds to actively stimulate tissue healing and regeneration.
GEM 21S is the registered trademark of Luitpold Pharmaceuticals, Inc., who now owns and markets that product.
For further information, visit www.biomimetics.com or contact Kearstin Patterson, corporate communications, at 615-236-4419.
Forward-looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current intent and expectations of the management of BioMimetic. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. There are many important factors that could cause actual results to differ materially from those indicated in the forward-looking statements. BioMimetic's actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements because of risks associated with the marketing of BioMimetic's product and product candidates, unproven preclinical and clinical development activities, regulatory oversight, and other risks detailed in BioMimetic's filings with the Securities and Exchange Commission. Except as required by law, BioMimetic undertakes no responsibility for updating the information contained in this press release beyond the published date, whether as a result of new information, future events or otherwise, or for changes made to this document by wire services or Internet services.
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