Bacteriophage-based Anti-infective Companies AmpliPhi and Special Phage Services Complete Merger Key points *AmpliPhi and Special Phage Services have completed their share exchange transaction – combined company now trading as AmpliPhi *Complementary technologies and expertise in bacteriophage-based therapies have created world-leading bacteriophage company *Pipeline of innovative development stage anti-bacterial therapies focused on antibiotic-resistant infections – applications in human and veterinary health *Management team led by AmpliPhi’s Phil Young as CEO and Jeremy Curnock-Cook as Chairman, with operations in the US, UK and Australia Business Wire RICHMOND, Va. & LONDON & SYDNEY -- November 13, 2012 AmpliPhi Biosciences Corporation (OTCBB: APHB) (“AmpliPhi”) and Special Phage Services (“SPS”) are formally combined following the completion of the share exchange transaction announced on September 10, 2012. Now trading as AmpliPhi, the enlarged company combines complementary technologies and expertise in bacteriophage-based therapies to create an exciting development stage pipeline of innovative anti-bacterials addressing the rapidly growing global market treating antibiotic resistant infections. The transaction was effected through AmpliPhi Australia Pty Limited, a wholly owned subsidiary of US-based AmpliPhi, acquiring 100% of Sydney-based Special Phage Holdings Pty Limited (“SPH”), the holding company of SPS in a share exchange transaction. The combination with AmpliPhi was accepted by 100% of SPH shareholders, and completed following execution of necessary ancillary documents. SPH shareholders (approximately 22.7 million shares outstanding as of September 7, 2012) will receive up to 40 million shares of AmpliPhi’s common stock. One half of these shares are held in escrow, of which 8 million will satisfy potential warranty claims by AmpliPhi under the transaction documents, and the remaining 12 million shares to be held pending completion of certain milestones. If all shares held in escrow are released the former shareholders of SPH will hold approximately 47% of the Company (on a fully diluted basis). AmpliPhi’s President and CEO, Phil Young, continues to lead the Company alongside current Chairman Dr. Jeremy Curnock-Cook. They are joined on the board by Dr. Anthony Smithyman, the founder and past Managing Director of SPH, and Tony Gellert, previously financial adviser to SPH. Other AmpliPhi board directors are Caroline Williams, Dr. Mike Perry and Louis Drapeau. Commenting on the Company’s outlook, Philip Young said, “The combined discovery and development platform, development expertise and pipeline provide a compelling proposition in the global quest to develop new solutions to address the increasing problem of bacterial resistance to current treatments.” According to Dr. Smithyman the merger could not have come at a better time. He commented: “As the antibiotic resistance crisis widens and deepens there is a desperate need for novel antibacterial agents to combat the so-called ‘superbugs’. Over the past seven years both companies have developed portfolios of phage-based antibacterial product candidates. The combination of the two companies will create the critical mass required to take these much-needed products into clinical trials and set the stage for possible development and commercialization partnerships.” The focus of the Company remains the development of treatments for bacterial infections that are resistant to conventional antibiotics. Initial targets include certain of the so-called ESKAPE organisms (an acronym for Enterococcus faecium, Staphylococcus aureus, Klebsiella pneumoniae, Acinetobacter baumannii, Pseudomonas aeruginosa, and Enterobacter species), for example global pandemic strains of Pseudomonas aeruginosa, MRSA (Methicillin Resistant Staphylococcus Aureus) and Klebsiella species, as well as Escherichia coli and other hospital-related infections. AmpliPhi’s lead program is focused on developing treatments for chronic and acute lung infections. Initially, the Company is applying its platform technology to develop treatments for cystic fibrosis and VAP (Ventilator Associated Pneumonia) patients. The acquisition of SPS also brings added expertise in veterinary medicine. The former SPS team has provided evidence of the value of phage-based treatments in addressing infertility in thoroughbred horses affected by resistant bacterial infection. AmpliPhi is evaluating options to finance its drug development programs and GMP manufacturing and to achieve clinical proof of principle in a Phase 2 study during 2013. Its strategy is to continue to engage in the dialogue in order to establish collaborations with pharmaceutical companies, governmental agencies and other partners, maximizing the value of its technology platform in human and veterinary health. – Ends – Notes to editors AmpliPhi Biosciences AmpliPhi BioSciences Corporation [OTCBB: APHB], created in 2011 through the merger of Biocontrol Limited with Targeted Genetics Inc., and subsequent combination with Special Phage Services in 2012, is a biotechnology company dedicated to the development of innovative antibacterial solutions to improve human and animal health through the application of its proprietary bacteriophage platform. The Company’s lead product development programs are targeting gram-negative infections that are often resistant to existing antibiotic treatments. For more information, please visit www.AmpliPhibio.com Forward-looking Statements This press release contains certain forward-looking statements that involve known and unknown risks, delays, uncertainties, and other factors not under the control of the AmpliPhi. AmpliPhi’s actual results, performance, or achievements may differ materially from those conveyed in such forward-looking statements, and AmpliPhi disclaims any intent or obligation to update these forward-looking statements. Examples of such forward looking statements include, but are not limited to, statements about: the potential research and development programs of AmpliPhi; potential therapies and target indications in both humans and animals that the Company may research and develop; the benefits of the acquisition of Special Phage Holdings Pty Limited (SPH); and the number of shares of AmpliPhi that may be issued to the shareholders of SPH in connection with its acquisition by AmpliPhi and the ownership percentage such shares may represent of AmpliPhi’s outstanding shares. The factors that could cause actual results, performance or achievements to differ from the forward-looking statements include the risk that AmpliPhi’s current financial resources and future financial resources will be insufficient to enable AmpliPhi to fund continuing operations; difficulties or delays in obtaining financing or in entering partnering transactions; and the risk that AmpliPhi’s product research, development and commercialization efforts will be unsuccessful. AmpliPhi is not subject to the reporting obligations of the Securities and Exchange Act of 1934 and, accordingly, is not required to file current or periodic reports with the Securities and Exchange Commission. Contact: For further information please contact: At the Company Phil Young, CEO firstname.lastname@example.org +1 650-888-2422 or Media enquires – College Hill Life Sciences email@example.com Gemma Howe/Stefanie Bacher - UK +44 20 7457 2020 or Sue Charles - Managing Partner - Global +44 (0)7968 726585 (UK) +61 (0)466 924218 (AUS) +1 347 448 3210 (USA) or Dr Douglas Pretsell – AUS +61 (0)466 925 966
Bacteriophage-based Anti-infective Companies AmpliPhi and Special Phage Services Complete Merger
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