| ASX/MEDIA RELEASE |
31
July
2006
|
pSivida
secures additional US$6.5m funding
Boston,
MA. and Perth, Australia - Global bio-nanotech company pSivida Limited (ASX:PSD,
NASDAQ:PSDV, Xetra:PSI) is pleased to announce that it has signed an agreement
with the Absolute Europe Catalyst Fund, Absolute Octane Fund and Australian
IT
Investments Ltd, subject to satisfaction of closing conditions, to purchase
US$6.5m (AU$8.5m) of Subordinated Convertible Debentures convertible into
pSivida American Depository Shares (ADSs) at an initial conversion price of
US$2.00 per ADS (AU$0.27 per ordinary share).
The
debentures will mature three years from the date of closing and will bear 8%
interest payable quarterly in arrears and/or ADSs at an 8% discount to 10-day
VWAP (Volume Weighted Average Price). The Company shall issue to the Investors
warrant exercisable for a number of ADSs equal to 90% of the aggregate principal
amount of the outstanding New Notes divided by the Conversion Price with an
exercise price of US$2.00 and a term of 5 years. The Company may redeem the
Notes at any time by payment of 108% of the face value and may force conversion
when the ADR price remains above US$4.00 for a set period of 25
days.
ADSs
issued upon conversion of the debentures or exercise of the warrants will be
registered under the Securities Act of 1933 to permit resale in the United
States within 180 days from the date of the agreement. The issue of shares
underlying the ADSs and Warrants are subject to receipt of shareholder approval
for the issuance at a Shareholders Extraordinary Meeting to be called in August
and held in early September. The closing is anticipated to occur by September
15, 2006.
The
US
financing market for Biotech Companies has recently seen growing use of
Convertible Note transactions. Mercury Investments Limited arranged the
financing.
This
announcement does not constitute an offer of any securities for sale or the
solicitation of an offer to buy any securities. The securities offered will
not
be or have not been 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 registration requirements.
-ENDS-
|
pSivida
Limited
Brian
Leedman
Investor
Relations
pSivida
Limited
Tel:
+ 61 8 9226 5099
brianl@psivida.com
|
US
Public Relations
Beverly
Jedynak
President
Martin
E. Janis & Company, Inc
Tel:
+1 (312) 943 1100 ext. 12
bjedynak@janispr.com
|
European
Public Relations
Eva
Reuter
Tel:
+49 (254) 393 0740
e.reuter@e-reuter-ir.com
|
NOTES
TO EDITORS:
pSivida
is a global bio-nanotech company committed to the biomedical sector and the
development of drug delivery products. Retisert™ is FDA approved for the
treatment of uveitis. Vitrasert® is FDA approved for the treatment of
AIDS-related CMV Retinitis. Bausch & Lomb own the trademarks Vitrasert® and
Retisert™. pSivida has licensed the technologies underlying both of these
products to Bausch & Lomb. The technology underlying Medidur™, a treatment
for diabetic macular edema, is licensed to Alimera Sciences and is in Phase
III
clinical trials.
pSivida
owns the rights to develop and commercialise a modified form of silicon
(porosified or nano-structured silicon) known as BioSilicon™, which has
applications in drug delivery, wound healing, orthopaedics, and tissue
engineering. pSivida’s subsidiary, AION Diagnostics Limited is developing
diagnostic products and the subsidiary pSiNutria is developing food technology
products both using BioSilicon™.
pSivida’s
intellectual property portfolio consists of 70 patent families, 74 granted
patents and over 290 patent applications.
pSivida
conducts its operations from offices and facilities near Boston in the United
States, Malvern in the United Kingdom, Perth in Australia and Singapore.
pSivida
is listed on NASDAQ (PSDV),
the
Australian Stock Exchange (PSD)
and on
the Frankfurt Stock Exchange on the XETRA system (German Symbol:
PSI. Securities Code (WKN) 358705).
pSivida is a founding member of the NASDAQ Health Care Index and the Merrill
Lynch Nanotechnology Index.
The
Company's largest shareholder and a strategic partner is QinetiQ, a leading
international defence, security and Technology Company, formed in 2001 from
the
UK Government's Defence Evaluation & Research Agency (DERA). QinetiQ (QQ.)
was instrumental in discovering BioSiliconTM
and
pSivida’s strong relationship with QinetiQ includes access to its cutting edge
research and development facilities.
For
more
information, visit www.psivida.com
This
document contains forward-looking statements that involve risks and
uncertainties. The statements reference potential products, applications and
regulatory approvals. Although we believe that the expectations reflected in
such forward-looking statements are reasonable at this time, we can give no
assurance that such expectations will prove to be correct. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. Actual results could differ materially from those
anticipated in these forward-looking statements due to many important factors
including: our inability to develop proposed products, including without
limitation, in the drug delivery, wound healing, orthopaedics, and tissue
engineering, diagnostics and food technology fields; failure of our evaluation
agreements to result in license agreements; failure to develop applications
for
BioSilicon™ due to regulatory, scientific or other issues; failure to complete
negotiations for new centers for the BrachySil™ phase IIb clinical trial
for inoperable primary liver cancer; failure of our discussions with the FDA
for
BrachySil™ to continue or to lead to FDA approval; failure of the BrachySil™
phase IIb clinical trial for inoperable primary liver cancer to determine
the optimal dose, provide key safety data or support future pivotal efficacy
trials or product registration or approval; failure of the BrachySil™ primary
liver programme that is in phase IIb clinical trials to provide a
valuable platform for the development and commercialisation of BrachySil™ for
pancreatic cancer and other indications; failure to commence phase IIa
BrachySilTM
trials
for the treatment of pancreatic cancer; failure of the findings of the
pancreatic cancer phase IIa trial to provide a platform for further
multicentre efficacy and safety trials; failure of there to be
optimisation and standardisation between our two pancreatic
cancer study centres; failure of the results of the Retisert™ for DME
trial to be a good indicator of the results of pSivida’s ongoing phase III
Medidur™ for DME trial; failure of the
Medidur™
trials in
DME to show a very similar improvement in visual acuity and diabetic retinopathy
severity score as Retisert™
for
DME;
failure
of Medidur™ to release fluocinolone acetonide at the same rate as Retisert™; our
inability to recruit patients for the phase III Medidur™ for DME
trial;. Other
reasons are contained in cautionary statements in the Annual Report on Form
20-F
filed with the U.S. Securities and Exchange Commission, including, without
limitation, under Item 3.D, "Risk Factors" therein. We do not undertake to
update any oral or written forward-looking statements that may be made by or
on
behalf of pSivida.