Exhibit 99.1
Howard W. Robin Amy Sullivan
President & CEO Senior Vice President
Ribozyme Pharmaceuticals, Inc. Noonan Russo Presence
303-449-6500 415-677-4455 ext. 219
RIBOZYME PHARMACEUTICALS SIGNS AGREEMENT TO SECURE $48 MILLION IN
FINANCING TO SUPPORT THE DEVELOPMENT OF RNAI THERAPEUTICS
BOULDER, CO - FEBRUARY 12, 2003 - Ribozyme Pharmaceuticals, Inc. (RPI) (Nasdaq:
RZYM) announced today that it has entered into a definitive agreement for the
sale of $48 million in common stock and warrants to purchase common stock to The
Sprout Group, Venrock Associates, Oxford Bioscience Partners, Techno Venture
Management and Granite Global Ventures. The financing will support RPI's RNA
interference (RNAi) therapeutic development platform, which will be the
centerpiece of the company's future activities.
RNAi is a mechanism used by the body to regulate the expression of genes and the
replication of viruses. This mechanism is mediated by small interfering RNA
molecules. RPI has shown that it can use stabilized small interfering RNA
molecules to down-regulate the expression of many genes without affecting other
genes. Using this RNA expertise, RPI is developing RNAi-based therapeutics that
selectively target disease-causing genes and viruses. Harnessing the natural
process of RNAi holds the potential to create a new class of drugs with
unrivalled specificity toward a wide range of diseases. The journal SCIENCE
recently voted the discovery of small RNA molecules, and their role in RNA
interference, the 2002 scientific Breakthrough of the Year.
"In the last 18 months we have expanded our leadership position in nucleic acid
technology and developed a powerful RNAi therapeutic platform," commented Howard
W. Robin, President and CEO of RPI. "This infusion of funding by prominent
venture capital firms is an endorsement of our work in RNAi. The proceeds of
this financing will be used to accelerate our research programs to expeditiously
advance products to the clinic. The recent surge in interest in RNAi,
exemplified by several key scientific publications, further emphasizes the
potential of this rapidly advancing technology. Upon completion of this
financing and consistent with our new vision for the company, RPI will change
its name to reflect our focus on the development of RNAi-based therapeutics."
Dr. Douglas Fambrough of Oxford Bioscience Partners said, "Because of its
potential for treating disease, RNAi is perhaps the most important molecular
biology discovery of the last decade. This investment in RPI's internal skills
and capabilities puts them in an ideal position to realize the goal of bringing
RNAi-based therapeutics to the market."
The investors will have the right to appoint four designees to RPI's Board of
Directors. These appointments, along with their stock ownership, will provide
the investors with a controlling interest in the company.
Raymond James & Associates, Inc. served as the financial advisor to RPI for this
transaction.
The issuance of the securities is subject to approval by RPI's stockholders and
to the satisfaction of a number of closing conditions. In addition to approving
the terms of the private placement, RPI stockholders will be asked to approve a
number of other matters, including a reverse stock split, a name change, and an
increase in shares authorized for option issuances and employee benefit
programs. RPI intends to obtain stockholder approval by April 30, 2003.
In connection with the transaction, RPI also has agreed to offer existing
stockholders non-transferable rights to purchase up to $5 million of newly
issued common stock at the same purchase price paid by the investors. This
offering will permit existing stockholders to increase their participation in
the company's future.
THE RIGHTS OFFERING WILL BE MADE ONLY BY MEANS OF A PROSPECTUS FILED AS PART OF
A REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT YET BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES MAY NOT BE SOLD NOR
MAY ANY OFFER TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
HAS BEEN FILED AND BECOME EFFECTIVE. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
SUCH STATE OR JURISDICTION.
ABOUT RPI
RPI is a biotechnology company leveraging its expertise in nucleic acid
technology to develop and commercialize products that target human diseases.
RPI's primary focus is to develop therapeutics based on a nucleic acid program
called ribonucleic acid interference, or RNAi. In addition, with its partner
Chiron, RPI is developing an RNA-based therapeutic product, ANGIOZYME(R), an
anti-angiogenic agent in Phase II development for the treatment of metastatic
colorectal cancer. The company also has expertise in oligonucleotide
manufacturing and an important diagnostic technology platform that could create
additional sources of revenue and capital. To date, RPI has established
strategic corporate relationships with Archemix Corporation, atugen AG, Chiron
Corporation, Elan Corporation, Fujirebio, and Geron Corporation. RPI is listed
on the Nasdaq National Market under "RZYM." Additional company information can
be found at WWW.RPI.COM.
ABOUT THE SPROUT GROUP
The Sprout Group is one of the oldest and largest venture capital firms in the
U.S. Since 1969, Sprout has helped finance more than 300 companies with combined
sales exceeding $40 billion and currently manages $3 billion in committed
capital. With offices in Menlo Park and New York, Sprout focuses on helping to
grow companies in the healthcare technology and information technology sectors.
Sprout's healthcare team is actively investing in medical devices,
biopharmaceutical, life sciences tools and life sciences software companies at
all stages of growth. Representative examples include: Adolor, Affymax,
Deltagen, Focus Technologies, Intrinsic Therapeutics, NxStage Medical, Pathology
Partners, Phase Forward, Picoliter, Prometheus, Spiration, Spotfire, TolerRx,
Vasca and Visiogen. Sprout Group is a venture capital affiliate of Credit Suisse
First Boston. For further information on the Sprout Group, please visit our web
site at HTTP://WWW.SPROUTGROUP.COM.
ABOUT OXFORD BIOSCIENCE PARTNERS
Oxford Bioscience Partners is a premier life science venture capital firm
providing equity financing to start-up companies in the bioscience and
healthcare industries. They have extensive operating management experience in
the U.S. and abroad and have played a key role in the founding of a number of
successful bioscience ventures. The general partners of Oxford currently manage
venture funds with combined committed capital of more than $800 million. For
additional information, please visit the Oxford Bioscience Partners website at
WWW.OXBIO.COM.
ABOUT VENROCK ASSOCIATES
Venrock Associates was founded as the venture capital arm of the Rockefeller
Family and today continues a six-decade tradition of funding entrepreneurs and
establishing successful, enduring companies. Venrock has a distinguished history
of investing in early stage companies in information technology and healthcare.
The firm has made over 270 investments over the past 30 years and has an
established track record of identifying and supporting promising early stage,
technology-based enterprises. For further information regarding Venrock
Associates, please visit WWW.VENROCK.COM.
ABOUT TECHNO VENTURE MANAGEMENT
Techno Venture Management (TVM), founded in 1983, is one of the first venture
capital firms formed in Germany, and a leader in transatlantic venture
investments with offices in Munich and Boston. In total TVM manages investment
capital of Euro 1 billion. Current investments are made out of the fifth fund
generation. TVM has always had a focus on information technology and life
sciences, high growth sectors where innovation, effective management and sound
financial backing have enormous impact on company growth. TVM funds have made
investments in more than 200 technology and life science companies in Europe and
the United States. A pivotal objective of the firm is to create transnational
businesses that enjoy access to science, management talent and capital on both
sides of the Atlantic. For further information regarding TVM, please visit
WWW.TVMVC.COM.
ABOUT GRANITE GLOBAL VENTURES
Granite Global Ventures is a mid to later stage venture firm sponsored by
Venrock Associates, Economic Development Board of Singapore and U.S. Bancorp
Piper Jaffrey. Granite Global's capabilities and resources meet the needs of
growth stage companies with its team's highly relevant skills in growth stage
investing, its ability to help companies expand globally and its virtual capital
markets team, which can assist in preparing companies for public markets. For
additional information regarding Granite Global Ventures, please visit
WWW.GGVC.COM.
This press release contains forward-looking statements that involve risks and
uncertainties, and actual events or results may differ materially. These risk
factors include actions by the U.S. Food and Drug Administration, technological
advances, ability to obtain rights to technology, ability to obtain and enforce
patents, ability to commercialize and manufacture products and general economic
conditions. These and additional risk factors are identified in the company's
Securities and Exchange Commission filings, including the Forms 10-K and 10-Q
and in other SEC filings.