Oculus Innovative Sciences, Inc. Announces Plan to Spin Off Biotechnology
Oculus Management Conference Call Begins at 4:30 p.m. (ET) Today
PETALUMA, Calif., Jan. 10, 2013 (GLOBE NEWSWIRE) -- Oculus Innovative
Sciences, Inc. (Nasdaq:OCLS)today announced that its board of directors has
unanimouslyapproved a spin-off of its novel biotechnology business, Ruthigen,
Oculus management is currently working withsecurities counsel and bankers on
a plan to provide equity in Ruthigen to Oculusshareholders. Oculus expects
the spinoff to be a tax-free stock distribution and ultimatelyanticipates
Ruthigen to become an independent NASDAQ-traded company. Oculus hasretained
bankers and financial advisors for the spinoff, and expects the spinoff to
becompleted in 2013.Execution of the transaction requires further work
relative to structure, governanceand other significant matters and risks.
Upon completion of the spinoff, Hoji Alimi, founder and currentchief
executive officer of Oculus, will remain on the board of directors at Oculus
and serve as chairman and chief executive officer ofRuthigen, Inc. Jim
Schutz, the current chief operating officer and director of Oculus,
willassume the role of chief executive officer of Oculus, with a new board
chair to be elected shortly. Each company will operate withindependent
management teams and boards of directors to establish separate governance
andfinancialsas required by accounting rules. Additional details
regardingstructure will be determined and disclosed at a later time.
Oculus will retain all Microcyn drug and device indications while Ruthigen
will focus on RUT58-60, a drug candidate intended for thepreventionof
infection in trauma and surgicalprocedures. RUT58-60 is a new unique
chemical formulation containing twice the concentration of hypochlorous acid,
along with magnesiumand no sodiumhypochlorite.
Alimi said: "By separating these unique businesses into two companies, we
believeeach company will benefit from greater strategic and managerial focus
and be betterpositioned to capitalize on future market opportunities. Under
the plan currently underconsideration, Oculus shareholders will receive
shares of Ruthigen. Ultimately, we areseeking to create additional value for
current and future shareholders of both Oculus andRuthigen.
"Our Microcyn business will continue as it has over the past seven years
providing lifesaving products for patients without the additional burden of
drug development costs. Oculushas a foundation of strong fundamentals,
including sustainable revenuesfrom several key markets and a solid plan for
new sources of revenue growth over thenext several years."
Oculus' intent is to secure additional FDA and CE regulatory approvals and to
expandmedical device offerings over the next 12 months. This will provide
current partners withnew products and a growing platform of products for new
partners. While Oculus will continue promoting Microcyn-based products for
topical use,Ruthigen intends to focus on use of its uniquely differentiated
drug for internal use targeting organ exposure.Ruthigen intends to identify a
partner for its European drug indication as well as file anS-1 registration
statement to fund its pivotal drug program in the United States.
Uponcompletion of a public offering, the entities will operate as independent
"The spin-off of Ruthigen should be attractive to shareholders who are
interestedin companies that are addressing the critical issue of surgical
infection," saidAlimi. "Initially, we intend to leverage our previous phase
two drug data for use inregulatory approvals relative to the prevention of
infection in surgeries."
The completion of the proposed spinoff is subject to certain customary
conditions,including final approval by Oculus' board of directors, the filing
and effectivenessof appropriate filings with the U.S. Securities and Exchange
Commission includinga registration statement on form S-1, and any necessary
third-party consents, as wellas certain other matters relating to the
spinoff, receipt of legal opinions, execution ofintercompany agreements, and
final approval of the transactions contemplated by thespinoff, as may be
required under Delaware law. Oculus notes that there can be noassurance that
any separation transaction will ultimately occur, or, if one does occur,
itsterms or timing.
Management Conference Call
Oculus management will hold a conference call today to discuss the spin-off
and to answer questions, beginning at 4:30 p.m. ET. Individuals interested in
participating in the conference call may do so by dialing (877) 303-7607 for
domestic callers or (973) 638-3203 for international callers.Those interested
in listening to the conference call live via the Internet may do so at
http://ir.oculusis.com/events.cfm.Log on approximately 30 minutes prior to
the presentation in order to register and download the appropriate
software.Please note that those listening via the web do not have the ability
to pose questions.
A telephone replay will be available for seven days following the conclusion
of the call by dialing (855) 859-2056 for domestic callers, or (404) 537-3406
for international callers, and entering conference code 87524998. A webcast
replay will be available on the site at http://ir.oculusis.com/events.cfm for
one year following the call.
About Oculus Innovative Sciences
Oculus Innovative Sciences is a healthcare company that designs, produces and
markets innovative, safe and effective anti-infective products and medical
devices while also developing multiple drug candidates for various indications
including treatment of acne and surgical suite use. Oculus is pioneering
innovative solutions in multiple markets for the dermatology, surgical, wound
care, and animal healthcare markets, and has commercialized products in the
United States, Europe, India, China, Mexico and select Middle East countries.
The company's headquarters are in Petaluma, California, with manufacturing
operations in the United States and Latin America. More information can be
found at www.oculusis.com.
Except for historical information herein,matters set forth in this press
release are forward-looking within the meaning of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995, including statements
about the Company's commercial and technology progress and futurefinancial
performance. These forward-looking statements are identified by the use of
words such as "provide," "execution," "assume," and"intended,"among others.
Forward-looking statements in this press release are subject to certain risks
and uncertainties inherent in the Company's business that could cause actual
results to vary, includingsuchrisks thatregulatory clinical and guideline
developments may change,scientific data may not be sufficient to meet
regulatory standards or receipt of required regulatory clearances or
approvals,clinical results may not be replicated in actual patient settings,
protection offered bythe Company'spatents and patent applications may be
challenged, invalidated or circumvented by its competitors,the available
market fortheCompany'sproducts will not be as large as expected,the
Company's products will not be able to penetrate one or more targeted
markets,revenues will not be sufficient to fund further development and
clinical studies, the Company may not meet itsfuture capital needs, and its
ability to obtain additional funding, as well as uncertainties relative to
varying product formulations and a multitude of diverse regulatory and
marketing requirements in different countries and municipalities, the
uncertainties associated with effecting a spinoff of a separate public
company, and the discretion of Oculus' Board of Directors to delay or cancel
the spinoff prior to execution, and other risks detailed from time to time in
the Company's filings with the Securities and Exchange Commission including
the annual report on Form 10-K for theyear ended March 31, 2012. Oculus
Innovative Sciences disclaims any obligation to update these forward-looking
statements except as required by law.
Oculus press releases contain information about products, which may or may not
be available in any particular country, and if applicable, may have received
approval or market clearance by a governmental regulatory body for different
indications and restrictions in different countries. Each country has specific
laws, regulations and medical practices governing the communication of medical
or other information about medical products. Nothing herein should be
construed as a solicitation or promotion for any product or for an indication
for any product, which is not authorized by the laws and regulations of the
country where the reader resides.
Oculus and Microcyn Technology are trademarks or registered trademarks of
Oculus Innovative Sciences, Inc. All other trademarks and service marks are
the property of their respective owners.
CONTACT: Media and Investor Contact:
Oculus Innovative Sciences, Inc.
Director of Public and Investor Relations
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