Capstone Therapeutics 'Puts' Stockholders First; Company to Propose Stockholder Put for Approval at Annual Meeting
TEMPE, Ariz., Feb 17, 2010 (GlobeNewswire via COMTEX News Network) -- OrthoLogic Corp., d/b/a Capstone Therapeutics (Nasdaq:CAPS) (the Company) announced today that it intends to propose at its 2010 Annual Meeting of Stockholders--currently scheduled for May 21, 2010--an amendment to its Certificate of Incorporation to provide each holder of its Common Stock as of the record date of June 30, 2011 with the right, under certain circumstances, to require the Company to purchase all or a portion of such holder's Common Stock for cash at a formula-based price on or about July 31, 2011 (the "Put Right").
"Capstone Therapeutics 'puts' stockholders first," said Jock Holliman, Executive Chairman, Capstone Therapeutics. "Throughout 2010, we will be evaluating clinical data from our AZX100 Phase 2 proof-of-concept trials in dermal and keloid scar reduction. Based on our market research data, we believe the addressable market opportunity is in excess of $1.0 billion. Should we report compelling clinical data from these double-blinded, placebo-controlled trials, the valuation upside is substantial.
"Since the second quarter of 2006 when this management team signed on, we have met every major objective set by our Board of Directors, been consistently transparent with the investment community regarding our strategy, plans and programs and managed our cash with utmost discipline. With this stockholder option, we define specific timelines for performance and we are taking the unique step of providing stockholders with the ultimate vote regarding how their assets are deployed. Either we have created market cap value by mid-2011, or our stockholders can opt for remaining available cash. We believe this program is novel within the biotech community, and we feel it is the right thing to do for our investors."
If approved by the Company's stockholders, the Put Rights would become effective upon the filing of the Company's amended Certificate of Incorporation in Delaware. The cash price to be paid to stockholders for each properly tendered share of Common Stock would be based on a specified formula calculated by the Company as of the time the Put Rights become exercisable, which price is intended to approximate the per-share equivalent to the Company's then available cash, adjusted for the estimated liquidation value of the Company's assets, liabilities, commitments and contingencies.
The Put Rights would expire upon the occurrence of certain events, including the entry into an agreement for a partnering, commercial, investment, capital raising or other transaction that the Company's Board of Directors determines to be material to the Company, a change in control of the Company, or the approval by the Board of a plan of liquidation or dissolution. The Company's obligation to purchase shares pursuant to the Put Rights would be subject to certain conditions, including compliance with all applicable state and federal laws, the availability of sufficient cash to consummate the purchase and the absence of any court or administrative order or proceeding prohibiting or seeking to prohibit consummation of the purchase.
Conference Call Information
Management will host a conference call and webcast today, on Wednesday, February 17, 2010 at 4:30 m EST / 3:30pm CST / 2:30pm MST / 1:30pm PST. The call may be accessed at 888-857-6932 (domestic), 719-457-2637 (international); accompanying slides can be viewed by logging onto the Investors section of the Company's website, www.capstonethx.com. A replay will be available beginning February 17, 2010 at 7:30pm EST until midnight February 20, 2010 and may be accessed at 888-203-1112 (domestic) or 719-457-0820 (international) with replay passcode 9579164.
About Capstone Therapeutics
Capstone Therapeutics (trade name of OrthoLogic Corp.) is a biotechnology company committed to developing a pipeline of novel therapeutic peptides aimed at helping patients with under-served medical conditions. The Company is focused on development and commercialization of two product platforms: AZX100 and Chrysalin(R) (rusalatide acetate or TP508).
AZX100 is a novel synthetic 24-amino acid peptide, one of a new class of compounds in the field of smooth muscle relaxation and fibrosis. Based on its demonstrated effects in pre-clinical models and safety in clinical trials, AZX100 is currently being evaluated for commercially significant medical applications such as the prevention or reduction of hypertrophic and keloid scarring, treatment of pulmonary disease and intimal hyperplasia. Capstone has an exclusive worldwide license to AZX100.
Chrysalin, the Company's novel synthetic 23-amino acid peptide, has been proven in multiple pre-clinical and clinical models to stimulate cellular events leading to angiogenesis, revascularization, and repair of dermal and musculoskeletal tissues. It is currently being evaluated in disorders that involve vascular endothelial dysfunction, such as acute myocardial infarction and chronic myocardial ischemia. The Company owns exclusive worldwide rights to Chrysalin.
Capstone's corporate headquarters are in Tempe, Arizona. For more information, please visit the Company's website: www.capstonethx.com.
The Capstone Therapeutics logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5429
Statements in this press release or otherwise attributable to Capstone regarding our business that are not historical facts are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements - which include the terms of the Put Right, the description of which will be set forth in more detail in the Company's proxy materials filed in connection with its 2010 annual meeting; the potential benefits of the Put Right; the timing and acceptability of FDA filings and the efficacy and marketability of potential products - involve risks and uncertainties including unfavorable outcomes in our clinical testing; the development by others of competing technologies and therapeutics that may have greater efficacy or lower cost; changes in FDA or other regulations that affect our ability to obtain regulatory approval of our products, increase our manufacturing costs or limit our ability to market our product; effects on our stock price and liquidity if we are unable to meet the requirements for continued listing on the Nasdaq Capital Market; our need for additional capital in the future to fund the continued development of our product candidates; and other factors discussed in our Form 10-K for the fiscal year ended December 31, 2008, and other documents we file with the Securities and Exchange Commission.
Editor's Note: This press release is also available under the Investors section of the Company's website at www.capstonethx.com.
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SOURCE: Capstone Therapeutics
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