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MiddleBrook Pharmaceuticals Files Definitive
Proxy Statement with Respect to Proposed $100 Million Investment
from EGI
GERMANTOWN, Md.
July 30, 2008
MiddleBrook Pharmaceuticals, Inc. (Nasdaq:
MBRK), a pharmaceutical company focused on developing and commercializing
novel anti-infective
products, today announced that it has filed with the Securities
and Exchange Commission, and will mail to MiddleBrook stockholders
on or around August 6, 2008, its definitive proxy materials
seeking
stockholder approval of the proposed equity issuance under its
previously announced agreement with EGI-MBRK, L.L.C. (EGI), an
affiliate of
Equity Group Investments, L.L.C., for a $100 million equity
investment in the Company and related amendments to MiddleBrook's
stock incentive
plan.
If stockholder approval is received, then promptly
following such approval:
-- MiddleBrook will issue to EGI 30,303,030
shares of its common
stock and a five-year warrant to purchase a total of 12,121,212
shares of common stock at an exercise price of $3.90 per share,
for an aggregate purchase price of $100 million; and
-- the MiddleBrook
Pharmaceuticals, Inc. Stock Incentive Plan will be amended to
increase the number of shares of common stock reserved
for issuance thereunder by 7,000,000 shares from 9,348,182 shares
to 16,348,182 shares and to increase the maximum number of shares
of Common Stock that may be granted as awards under the plan during
any one fiscal year to any one individual from 1,000,000 shares
to 3,000,000 shares.
In addition and as previously announced, Edward
M. Rudnic, Ph.D. will step down from his current position as MiddleBrook's
President
and CEO and will be replaced by John Thievon, effective upon the
closing of the equity issuance to EGI. Likewise, David Becker
will be appointed as MiddleBrook Executive Vice President, Finance
and
CFO, replacing Robert C. Low as MiddleBrook's principal financial
officer.
A special meeting of MiddleBrook stockholders
to vote on the proposed equity issuance and the proposed plan amendment
has been scheduled
for September 4, 2008, at 8:30 a.m., local time, at the Company's
headquarters in Germantown, Maryland. The MiddleBrook Board of
Directors
has unanimously approved the equity issuance and the plan amendment.
The affirmative vote of the majority of shares of common stock
present in person or represented by proxy at the special meeting
and entitled
to vote is required to approve each of the proposed equity issuance
and plan amendment.
MiddleBrook stockholders of record as of July
31, 2008 will be entitled to vote at the special meeting. Stockholders
entitled to
vote at the special meeting may also vote by mail, telephone or
via the Internet by following instructions included in the proxy
statement and printed on the proxy card which accompanies the
proxy statement.
The transaction with EGI is expected to close
immediately following stockholder approval. Three of MiddleBrook's
largest stockholders,
HealthCare Ventures, Rho Ventures and Deerfield Management, have
entered into voting agreements with EGI and the Company, agreeing
to vote their shares of MiddleBrook common stock in favor of the
proposed equity issuance and plan amendment. These MiddleBrook
shareholders collectively represent approximately 37 percent of
the Company's
currently outstanding shares of common stock.
"We at EGI look forward to receiving stockholder approval
and working with Health Care Ventures and Rho Ventures as a co-investor
in MiddleBrook and to renewing our relationship with John and Dave,
who were so productive at Adams Respiratory Therapeutics," stated
William C. Pate, managing director of EGI and incoming MiddleBrook
director.
If the closing of the proposed equity issuance
occurs, then upon such closing MiddleBrook will use (i) approximately
$11 million
to repurchase its Keflex assets previously sold to certain Deerfield
entities, and to terminate its ongoing royalty obligations to
certain
Deerfield entities, and (ii) approximately $8.8 million to redeem
certain warrants to purchase 3,000,000 shares of common stock
from each of the Deerfield entities that has irrevocably exercised
its
option to require the Company to redeem such warrants. The Company
intends to use the balance of the proceeds to support the creation
of a sales and marketing infrastructure supporting the commercial
launch of MOXATAG(TM), for restarting the clinical development
of its once-daily PULSYS version of Keflex(R) and the pediatric
version
of its Amoxicillin PULSYS product which were previously on-hold,
and for working capital and general corporate purposes.
The shares
of common stock proposed to be issued to EGI and the shares issuable
upon the exercise of the related warrant will not
be registered under the Securities Act of 1933, as amended, or
state securities laws, and may not be offered or sold in the United
States
without being registered with the Securities and Exchange Commission
("SEC") or through an applicable exemption from SEC
registration requirements. The shares and warrants were offered
and are proposed
to be sold only to EGI. MiddleBrook has agreed to file a registration
statement with the SEC covering the resale of the shares, the
shares underlying the warrant and any additional shares of common
stock
that may be issued to or purchased by EGI or its permitted transferees
after the date of the closing.
This news release is not an offer
to sell or the solicitation of an offer to buy the shares of
the Company.
Additional Information about the Transaction and
Where to Find It:
This communication is being made in respect of
the proposed equity issuance by MiddleBrook Pharmaceuticals, Inc.
to EGI and the related
plan amendment. In connection therewith, MiddleBrook Pharmaceuticals,
Inc. has filed a definitive proxy statement with the SEC. MiddleBrook
stockholders are urged to read the proxy statement carefully and
in its entirety because it contains important information about
the proposed equity issuance and the plan amendment. The definitive
proxy statement will be mailed to MiddleBrook stockholders on or
about August 6, 2008. In addition, the proxy statement and other
documents are available free of charge from the SEC internet web
site, http://www.sec.gov. The proxy statement and other pertinent
documents also may be obtained for free at MiddleBrook's web site,
www.middlebrookpharma.com or by contacting Investor Relations via
email at ir@middlebrookpharma.com, or by phone at 301-944-6600.
MiddleBrook directors, officers, other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect to the proposed transactions. Information regarding
MiddleBrook's directors and executive officers is detailed in its
annual reports on Forms 10-K previously filed with the SEC, and
in the definitive proxy statement on Form 14A filed with the SEC
on July 29, 2008.
ABOUT EGI:
Equity Group Investments, L.L.C. is
a Chicago-based private investment firm that has an active portfolio
spanning industries and continents
with interests in finance, energy, pharmaceuticals, transportation,
media, telecommunications and real estate. Founded 40 years ago
by financier Sam Zell, the firm has a successful track record of
investing in and partnering with companies to maximize their potential.
Equity Group Investments, L.L.C.'s origins were in commercial real
estate, and the company served as the catalyst for three of the
largest real estate investment trusts in the industry's history.
About
MiddleBrook Pharmaceuticals:
MiddleBrook Pharmaceuticals,
Inc. (Nasdaq: MBRK) is a pharmaceutical company focused on the
development and commercialization of anti-infective
drug products that fulfill substantial unmet medical needs in the
treatment of infectious disease. The Company is developing anti-infective
drugs based on its novel biological finding that bacteria exposed
to antibiotics in front- loaded staccato bursts, or "pulses," are
killed more efficiently and effectively than those under standard
treatment regimens. Based on this finding, MiddleBrook has developed
a proprietary, once-a-day pulsatile delivery technology called PULSYS(R).
The Company currently markets the Keflex(R) brand of cephalexin
and has received regulatory approval for MOXATAG(TM) -- the first
and only once-daily amoxicillin product approved for marketing in
the U.S. For more on MiddleBrook, please visit www.middlebrookpharma.com.
About MOXATAG:
MOXATAG(TM) (amoxicillin extended-release)
tablets are a once-a-day extended-release formulation of amoxicillin
for oral administration
consisting of three components: one immediate-release and two delayed-release.
The three components are combined in a specific ratio to prolong
the release of amoxicillin from MOXATAG compared to immediate-release
amoxicillin. MOXATAG is intended to provide a lower treatment dose,
once-daily alternative to currently approved penicillin and amoxicillin
regimens for the treatment of adults and pediatric patients 12 years
and older with tonsillitis and/or pharyngitis.
This announcement contains
forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements are based on MiddleBrook's current expectations
and assumptions. These statements are not guarantees of future performance
and are subject to a number of risks and uncertainties that would
cause actual results to differ materially from those anticipated.
The words, "believe," "expect," "intend," "anticipate," and
variations of such words, and similar expressions identify forward-looking
statements, but their absence does not mean that the statement is
not forward- looking. Statements in this announcement that are forward-looking
include, but are not limited to, statements about the Company's
future development plans, clinical trials, potential commercial
success, and any financial forecasts included in this announcement.
The
actual results realized by MiddleBrook could differ materially
from these forward-looking statements, depending in particular upon
the risks and uncertainties described in the Company's filings
with
the Securities and Exchange Commission. These include, without
limitation, risks and uncertainties relating to the Company's financial
results
and the ability of the Company to (1) raise additional capital
and continue as a going concern, (2) increase Keflex 750 sales,
(3)
retain marketing approval for its MOXATAG product, (4) successfully
reduce costs, (5) reach profitability, (6) prove that the preliminary
findings for its product candidates are valid, (7) receive required
regulatory approvals, (8) successfully conduct clinical trials
in a timely manner, (9) establish its competitive position for its
products, (10) develop and commercialize products that are superior
to existing or newly developed competitor products, (11) develop
products without any defects, (12) have sufficient capital resources
to fund its operations, (13) protect its intellectual property
rights
and patents, (14) implement its sales and marketing strategy,
(15) successfully attract and retain collaborative partners, (16)
successfully
commercialize and gain market acceptance for its Keflex products,
(17) successfully obtain sufficient manufactured quantities of
its drug products at acceptable rates, and (18) retain its senior
management
and other personnel. Existing and prospective investors are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of today's date. MiddleBrook undertakes no
obligation to update or revise the information in this announcement,
whether
as a result of new information, future events or circumstances
or otherwise.
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