Filed by BioProgress PLC
Pursuant to Rule 425 under the Securities Exchange Act of 1933
Subject Company: BioProgress Technology International, Inc.
Commission File No. 0-24736
The following press release was disseminated on December 20, 2002 with respect
to the proposed merger of BioProgress PLC and BioProgress Technology
International, Inc. (OTC BB: BPRG).
BIOPROGRESS SEEKS MOVE TO ENGLAND AND ADMISSION TO LONDON'S ALTERNATIVE
INVESTMENT MARKET
ATLANTA, GA (December 20, 2002) - BioProgress Technology International, Inc.
(OTC BB: BPRG) today announced plans to reorganize its corporate structure.
BioProgress PLC, a newly incorporated public company registered in England and
Wales will become the new parent company of BioProgress Technology
International. Shareholders of the current BioProgress Technology International
will have their shares converted into the same number of shares (and in the same
proportion) in BioProgress PLC as they currently own in BioProgress Technology
International.
BioProgress PLC intends, upon completion of the reorganization which is expected
to occur sometime in the first quarter of 2003, to apply to have its ordinary
shares admitted to trading on the London Stock Exchange's Alternative Investment
Market ("AIM").
BioProgress today filed a Registration Statement on Form F-4 and a Proxy
Statement with the Securities and Exchange Commission to register the issue of
the ordinary shares of BioProgress PLC in connection with the reorganization and
to solicit the written consent of at least a majority of the shares of common
stock of BioProgress Technology International. Completion of the reorganization
is conditional on a number of factors including, among others, the Registration
Statement being declared effective by the SEC, the receipt of the required
consent of the shareholders of BioProgress Technology International, and the
obtaining of UK tax clearances.
Barry J. Muncaster, Chairman & CEO of BioProgress Technology International said,
"The purpose of the proposed transaction is to obtain a listing that will
provide our shareholders and the Company with access to a reputable, liquid and
expanding exchange. I'm extremely pleased that our recent performance has
enabled us to initiate this progressive step without the need to raise new
capital at a time when markets remain depressed. When capital markets improve,
we will potentially be in a good position to raise additional capital, if
needed, at a price more in line with our expectations than would otherwise be
achievable today."
Following five years of research and development, BioProgress is emerging from
its developmental stage. The company is dedicated to commercializing its
intellectual property in the field of water-soluble and biodegradable films and
processes for their inclusion in high volume mass-market products. The company
is primarily focused on commercializing its proprietary XGel(TM) Film Systems,
which we believe are the world's first range of animal-free encapsulation
processes. Versions of the XGel(TM) system can encapsulate liquids, coat tablets
and deliver powders. These patented processes eliminate the use of gelatin,
which is a protein derived from animal renderings. Since the mid-1930s, gelatin
has been widely used for encapsulating non-aqueous products such as vitamin oils
(dietary supplements), and pharmaceuticals. The company believes its XGel(TM)
Film Systems are potentially a revolutionary step in eliminating animal
by-products from pharmaceuticals and dietary supplements and offer substantial
cost benefits when compared to current drug and supplement delivery methods.
BioProgress has executed agreements with Procter & Gamble (NYSE:PG) (which has
been successfully completed), Nestle, J T Racing LLP, a wholly owned subsidiary
of Brass Eagle, Inc., (Nasdaq: XTRM), Bristol Meyers Squibb (NYSE:BMY), The
Boots Company (LSE: Boot) and other undisclosed major pharmaceutical companies.
The Company has announced the sale of XGel(TM) Film Systems to Peter Black
Healthcare, which has also executed an option to purchase ten NRobe(TM) powder
fill versions of the XGel(TM) technology. Farmasierra S.A., based in Madrid, has
ordered an NRobe(TM) system to develop products for the pharmaceutical
prescription medicine sector. BioProgress continues to work with several major
international pharmaceutical companies to determine the suitability of the
various versions of the XGel(TM) Film Systems to replace traditional dosage
forms and, in some cases, to facilitate new product development not possible
with competitive technologies.
BioProgress's common stock is quoted on the NASD OTC Bulletin Board (symbol
BPRG). The Company's web site can be viewed at www.bioprogress.com.
Forward-Looking Information This release contains certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations and are
subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained in the forward-looking statements.
The forward-looking statements in this release include statements addressing
future financial and operating results and the timing and benefits of the
reorganization. The following factors, among others, could cause actual results
to differ materially from those described in the forward-looking statements: (1)
the failure to maintain adequate capital resources; (2) competition to our
businesses; (3) the lack of acceptance of any new products we may develop; (4)
changes in currency exchange rates; (5) changes in general economic and business
conditions; (6) changes in business strategy; and (7) any significant delay in
the expected completion of the reorganization and risks that the benefits
anticipated from it may not be fully realized. Detailed information about
factors pertinent to the business of the company that could cause actual results
to differ is set forth in the Company's filings with the Securities and Exchange
Commission, including the Company's Annual Report for the fiscal year ended
December 31, 2001 and its most recent Quarterly Reports. The Company is under no
obligation to (and expressly disclaim any such obligation to) update or alter
its forward-looking statements whether as a result of new information, future
events or otherwise
**********************
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transaction referenced in the foregoing
information, when it becomes available, because it will contain important
information. The proxy statement/prospectus has been filed with the Securities
and Exchange Commission and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by the Company
from the Commission's web site at www.sec.gov. The proxy statement/prospectus
and such other documents may also be obtained from the company by directing such
request to BioProgress PLC, Hostmoor Avenue, March, Cambridgeshire, United
Kingdom. PE15 0AX, telephone: +44.135.465.5674. BioProgress Technology
International and BioProgress PLC and certain other persons referred to below
may be deemed to be participants in the solicitation of written consents of
BioProgress shareholders to approve the transaction. The participants in this
solicitation may include the directors and executive officers of BioProgress PLC
and BioProgress Technology International, Inc., who may have an interest in the
transaction including as a result of holding shares or options of BioProgress
Technology International, Inc. A detailed list of the names and interests of the
directors and executive officers of BioProgress Technology International (who,
with the exception of those directors and officers who have resigned since the
date of the annual report, are identical to the
directors and officers of BioProgress PLC) is contained in the Annual Report for
the year ended December 31, 2001, which may be obtained without charge at the
Commission's web site at www.sec.gov
Contact Details
UK
Company Contact
Barry J. Muncaster, Chairman and Chief Executive
BioProgress Technology International, Inc., or
Graham Hind, Managing Director
BioProgress Technology Ltd
Hostmoor Avenue
March Cambs, PE15 0AX
United Kingdom
Tel: +44 (0) 1354 655 674
Fax: +44 (0) 1354 657 800
Email: bjm@bioprogress.com
Email: grahamhind@bioprogress.com
USA
Company Contact and Investor Relations
Larry C. Shattles, Executive Vice President, or
Carey B. Bottom, President
BioProgress Technology, Inc.,
PO. Box 500127
Atlanta, GA 31150
Tel: +1 (770) 649 1133
Fax: +1 (770) 594 8613
Email: lcs@bioprogress.com
Email: cbb@bioprogress.com
REST OF THE WORLD
Media Contact and Investor Relations for the rest of the World:
Henry Harrison-Topham
Bankside Consultants Limited
St. Mary Abchurch House
123 Cannon Street
London EC4N 5AU
Tel: +44 (0) 207 444 4140
Fax: +44 (0) 207 444 4184
Email: henry.ht@bankside.com
Statements included in this press release which are not historical in nature,
are intended to be, and are hereby identified as "forward-looking statements"
for purposes of the safe harbor provided by Section 21E of the Securities
Exchange Act of 1934, as amended by Public Law 104-67 and provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may
be identified by words including "anticipate," "believe," "intends,"
"estimates," "expects," and similar expressions. The Company cautions readers
that forward-looking statements, including without limitation those relating to
the Company's future business prospects are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward-looking statements.