Exhibit 99.1
IMMUNOMEDICS COMMENCES EXCHANGE OFFER FOR 5% SENIOR CONVERTIBLE NOTES
AND COMMON STOCK WARRANTS
MORRIS PLAINS, N.J., July 5 /PRNewswire-FirstCall/ -- Immunomedics, Inc.
(Nasdaq: IMMU), a leading biopharmaceutical company focused on developing
monoclonal antibodies, today announced its offer to exchange its 5% Senior
Convertible Notes due 2008 and its related warrants to purchase common stock,
for new notes and warrants called the "Exchange Notes" and "Exchange Warrants."
If the exchange offer is completed, the Exchange Notes and Exchange Warrants
will be materially the same as the securities initially issued except for
limited changes summarized below.
The Company's primary purpose in effecting the exchange offer is to facilitate
compliance with NASDAQ Marketplace shareholder approval rules to potentially
continue the listing of its common stock on the NASDAQ. In the alternative, the
exchange offer would also assist the Company to comply with the rules of the
American Stock Exchange required for initial listing of the Company's common
stock on the AMEX. There is no assurance, even if the exchange offer is
successfully completed and the two stockholder proposals described below are
approved, that the Company will be able to continue its listing on the NASDAQ or
obtain approval for the transfer of listing to the AMEX.
The Exchange Notes will not be fully convertible into common stock until the
Company's stockholder's approve at a special meeting two proposals; the first
proposal requesting that the stockholders authorize a 40 million share increase
to the Company's authorized common stock and the second proposal requesting that
the stockholders authorize conversion of the Exchange Notes and exercise of the
Exchange Warrants into common stock. The Company will also agree in the Exchange
Notes indenture to use its best efforts to have the special meeting and the
related stockholder votes occur by August 29, 2005. The old notes permitted
first-come, first-served conversion into up to 8.915 million common shares, from
the date of issuance through the date of stockholder approval of an authorized
common stock share increase, and permitted full conversion if the 40 million
share increase was approved.
The exercise period of the Exchange Warrants will commence, instead of from the
effective date of the requested share increase as was permitted in the old
warrants, on the later of either the date that the stockholders approve the
exercise of the Exchange Warrants and the effective date of the share increase.
About Immunomedics
Immunomedics is a New Jersey-based biopharmaceutical company focused on the
development of monoclonal, antibody-based products for the targeted treatment of
cancer, autoimmune and other serious diseases. We have developed a number of
advanced proprietary technologies that allow us to create humanized antibodies
that can be used either alone in unlabeled or "naked" form, or conjugated with
radioactive isotopes, chemotherapeutics or toxins, in each case to create highly
targeted agents. Using these technologies, we have built a pipeline of
therapeutic product candidates that utilize several different mechanisms of
action. Our lead product candidate, epratuzumab, is currently in two pivotal
Phase III trials for the treatment of patients with moderate and severe lupus.
At present, there is no cure for lupus and no new lupus treatment drug has been
approved in the U.S. in the last 40 years. We believe that our portfolio of
intellectual property, which includes approximately 90 patents issued in the
United States, and more than 250 other issued patents worldwide, protects our
product candidates and technologies. Visit our web site at
http://www.immunomedics.com.
This release, in addition to historical information, may contain forward-
looking statements made pursuant to the Private Securities Litigation Reform Act
of 1995. Such statements, including statements regarding clinical trials,
out-licensing arrangements, and capital raising activities, involve significant
risks and uncertainties and actual results could differ materially from those
expressed or implied herein. Factors that could cause such differences include,
but are not limited to, risks associated with new product development (including
clinical trials outcome and regulatory requirements/actions), competitive risks
to marketed products and availability of financing and other sources of capital,
as well as the risks discussed in the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 2004. The Company is not under any obligation,
and the Company expressly disclaims any obligation, to update or alter any
forward-looking statements, whether as a result of new information, future
events or otherwise.
The exchange offer is being made solely to the investors who purchased the
securities in the initial offering that was completed on April 29, 2005. The
Exchange Notes and the Exchange Warrants will not be and will not have been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act of 1933. The exchange offer is
being made solely by an Exchange Offer Memorandum and an accompanying Letter of
Transmittal. The terms and conditions of the exchange offer, including the
proposed changes to the indenture and warrant agreement covering the Exchange
Notes and the Exchange Warrants, respectively, are stated in an Exchange Offer
Memorandum and the accompanying Letter of Transmittal, which are included as an
exhibit to a Current Report on Form 8-K filed with the Securities and Exchange
Commission today.
The Exchange Offer Memorandum is summarized above for purposes of full and fair
disclosure under Regulation FD, not to solicit interest in the exchange offer,
which is being made solely by the distribution by the Company of the Exchange
Offer Memorandum and accompanying Letter of Transmittal to the investors in the
original offering, who are all Qualified Institutional Buyers and institutional
Accredited Investors as defined under the Securities Act of 1933.
Immunomedics, Inc. has filed a preliminary proxy statement with the SEC
concerning the special meeting described above. INVESTORS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents free of charge at the website
maintained by the SEC at http://www.sec.gov. In addition, investors may obtain
documents filed with the SEC by Immunomedics, Inc. free of charge by requesting
them in writing from Immunomedics, Inc. at 300 American Road, Morris Plains, NJ
07950, Attention: Investor Relations, or by telephone at (973) 605-8200.
For More Information:
Dr. Chau Cheng
Associate Director, Investor Relations & Business Analysis
(973) 605-8200, extension 123
ccheng@immunomedics.com
Julie Huang
Financial Dynamics
(212) 850-5628
jhuang@fd-us.com
SOURCE Immunomedics, Inc.
-0- 07/05/2005
/CONTACT: Dr. Chau Cheng, Associate Director, Investor Relations &
Business Analysis, +1-973-605-8200, extension 123, ccheng@immunomedics.com; or
Julie Huang of Financial Dynamics, +1-212-850-5628, jhuang@fd-us.com /
/Company News On-Call: http://www.prnewswire.com/comp/113121.html /
/Web site: http://www.Immunomedics.com/