Message #3 From:
TheMachine Date: June 11, 2009 01:30:38 AM
AEN Stock News : Adeona Announces Acquisition of Colwell Clinical Laboratories, a Southern California CLIA-Certified Clinical Lab
Acquisition
Intended to Complete and Initiate Generating Revenues During the
Current Quarter; Regional and National Growth Intended as First
Clinical Lab Dedicated to the Diagnosis and Treatment of Disorders
Involving Metal Dyshomeostasis; Teleconference and Webcast Set for
Friday, April 17 at 1pm ET
ANNARBOR, MI -- (Marketwire) -- 04/16/09 -- Adeona Pharmaceuticals, Inc. (AMEX: AEN), a
specialty pharmaceutical company dedicated to the awareness, diagnosis,
prevention and treatment of subclinical zinc deficiency and chronic copper
toxicity in the mature population, today announced that it has entered into
an agreement to acquire Colwell Clinical Laboratories, Inc., an independent
Southern California CLIA-certified clinical laboratory ("Colwell").
Founded and in operation since 1946, Colwell is one of the most established
independent CLIA-certified clinical laboratories in the State of
California. Centrally located in Southern California in Santa Ana, Orange
County, Colwell can serve the same-day clinical laboratory needs of
physicians that care for the 21 million residents of Los Angeles, San
Diego, and Orange and Riverside Counties, one of the largest markets in the
U.S. Located in close proximity to both Orange County and Long Beach
airports, Colwell can provide next-day clinical laboratory service to
physicians nationwide.
Colwell has revenues of approximately $750,000 annually, is a licensed
Medicare and MediCal provider, and accepts insurance from most third party
reimbursers as well as private payers.
Adeona intends Colwell to remain independent but to assist Colwell in
expanding its offering of services to include a suite of high precision and
proprietary assays and diagnostic panels useful for the diagnosis,
prevention and treatment of conditions that involve metal dyshomeostasis.
Adeona believes that, if operated as planned, Colwell may satisfy an unmet
physician need for a clinical laboratory dedicated and competent in such
areas.
Steve H. Kanzer, CPA, JD, Chairman and CEO of Adeona, stated, "Our
acquisition of Colwell Clinical Labs announced today is an important step
in our recently announced plans to transition Adeona to profitability and
through this acquisition we expect to begin recognizing revenues in this
quarter on or before June 1st. We believe conditions of metal
dyshomeostasis to be both underdiagnosed and often completely treatable,
resulting in untold costs to our healthcare system and unnecessary human
suffering in the United States. Our acquisition of Colwell is an important
component of our mission to increase awareness and to assist physicians in
the diagnosis, prevention and treatment of conditions involving metal
dyshomeostasis."
During 2007 and 2008, Adeona sponsored and conducted an IRB-approved,
prospective, observational, blinded clinical trial enrolling 90 subjects,
30 with Alzheimer's disease (AD), 30 with Parkinson's disease (PD) and 30
age-matched normal subjects (Normals). The purpose of the study was to
evaluate serum markers of copper status and compare these results across
the three groups of patients. The results of our study indicate highly
statistically significant differences in serum markers of copper status
between AD and normal subjects. We believe that the differences observed
suggest that Alzheimer's patients have impaired protection from chronic
copper toxicity, which may contribute to the progression of their disease.
The results from this study also appear to indicate a subclinical zinc
deficiency in AD subjects. Results from the study also indicate that it
may be useful to screen the existing Parkinson's disease population for
signs of Wilson's disease, an effort that Adeona hopes to promote and
accomplish through Colwell. Adeona and its HealthMine subsidiary intend to
publish the results from this study in the future.
The Proposed Acquisition
The acquisition is expected to be completed on or before May 31, 2009 and
is subject to satisfactory due diligence on the part of Adeona. Adeona has
paid a non-refundable deposit of $75,000 and, if satisfied with the outcome
of its due diligence, will pay an additional $750,000 at closing on or
before May 31, 2009 for all of the issued and outstanding stock of Colwell.
Adeona intends to enter into a consulting agreement with Neil O. Colwell,
the owner of Colwell who has operated the company since 1985, which will
provide for cash compensation of ten thousand dollars ($10,000) per month
for ninety (90) days following the closing and the issuance of options to
purchase up to two-hundred thousand (200,000) shares of Adeona stock,
vesting in monthly installments over a period of two (2) years, provided
Adeona elects to maintain such consulting agreement in effect.
The Webcast and Teleconference
Adeona will host a webcast and teleconference at 1pm ET, tomorrow, Friday,
April 17th.
Steve H. Kanzer, CPA, JD, Chairman and CEO of Adeona, and David A. Newsome
M.D., president of Adeona's HealthMine subsidiary, will present an
audio/visual presentation regarding the proposed acquisition of Colwell.
Participants may view the audio/visual presentation by either pasting the
following link into their browser
http://www.visualwebcaster.com/event.asp?id=58014 or by following the link
to be posted on Adeona's website at www.adeonapharma.com. United States
participants wishing to join the call telephonically may dial toll free
877-852-6573 or 719-325-4798 for international participants and enter the
passcode 4699059 which will provide audio only.
A recording of the audio/visual webcast will be maintained on the Company's
website for at least 30 days following the webcast.
About Adeona Pharmaceuticals, Inc.
Adeona Pharmaceuticals, Inc. (AMEX: AEN) is a specialty pharmaceutical
company dedicated to the awareness, diagnosis, prevention and treatment of
subclinical zinc deficiency and chronic copper toxicity in the mature
population. Adeona believes that such conditions may contribute to the
progression of debilitating degenerative diseases, including, Dry
Age-Related Macular Degeneration (Dry AMD), Alzheimer's disease (AD) and
mild cognitive impairment (MCI) in susceptible persons. Adeona is also
developing a number of late-stage clinical drug candidates for the
treatment of rheumatoid arthritis and multiple sclerosis. For further
information, please visit www.adeonapharma.com.
About HealthMine, Inc.
HealthMine, Inc., a subsidiary of Adeona Pharmaceuticals Inc., is a health
education communication and information resource company dedicated to
raising awareness of subclinical zinc deficiency and the risks of chronic
copper toxicity in the mature population. HeathMine currently hosts two
Web 2.0 websites, www.healthmine.com and the recently launched
www.copperproof.com, a new informational website dedicated to increasing
awareness of the potential health effects of chronic copper toxicity,
especially in the mature population. By visiting www.copperproof.com, users
can view a brief informational video, review relevant literature, obtain a
sensitive test card to test their tap water for copper and, should they
wish to participate in HealthMine's CopperProof National Tap Water Survey,
share their levels of copper in tap water and geographically compare such
levels to those of others. Since 2003, an increasing body of research
continues to implicate chronic copper exposure as a potential factor that
may contribute to the progression of diseases of the mature population,
especially Alzheimer's disease.
About Colwell Clinical Laboratories, Inc.
Founded and in operation since in 1946, Colwell is one of the most
established independent CLIA-certified clinical laboratories in the State
of California. Centrally located in Southern California in Santa Ana,
Orange County, Colwell can serve the same-day clinical laboratory needs of
physicians that care for the 21 million residents of Los Angeles, San
Diego, Orange and Riverside Counties, one of the largest markets in the
U.S. Located in close proximity to both Orange County and Long Beach
airports, Colwell can provide next-day clinical laboratory service to
physicians nationwide. Colwell has revenues of approximately $750,000
annually, is a licensed Medicare and MediCal provider, and accepts
insurance from most third party reimbursers as well as private payers.
This release includes forward-looking statements on Adeona's current
expectations and projections about future events. In some cases
forward-looking statements can be identified by terminology such as "may,"
"should," "potential," "continue," "expects," "anticipates," "intends,"
"plans," "believes," "estimates," and similar expressions. These statements
are based upon current beliefs, expectations and assumptions and are
subject to a number of risks and uncertainties, many of which are difficult
to predict and include statements regarding designing additional clinical
trials for oral dnaJP1, Zinthionein, flupirtine, or Trimesta. Adeona is at
an early stage of development and may not ever have any products that
generate significant revenue. Important factors that could cause actual
results to differ materially from those reflected in Adeona's
forward-looking statements include, among others, a failure of Adeona's
product candidates to be demonstrably safe and effective, a failure to
obtain regulatory approval for the company's products or to comply with
ongoing regulatory requirements, regulatory limitations relating to the
company's ability to promote or commercialize its products for awareness,
prevention, diagnosis or treatment of subclinical zinc deficiency and
chronic copper toxicity, a lack of acceptance of Adeona's product
candidates in the marketplace, a failure of the company to become or remain
profitable, that we will continue to meet the continued listing
requirements of the American Stock Exchange (which, unlike other exchanges,
does not require us to maintain any minimum bid price with respect our
stock but does require us to maintain a minimum of $4 million in
stockholders' equity during the current year, for example), our inability
to obtain the capital necessary to fund the company's research and
development activities, a loss of any of the company's key scientists or
management personnel, and other factors described in Adeona's report on
Form 10-K for the year ended December 31, 2008 and any other filings with
the SEC. No forward-looking statements can be guaranteed and actual
results may differ materially from such statements. The information in this
release is provided only as of the date of this release, and Adeona
undertakes no obligation to update any
forward-looking statements contained in this release on account of new
information, future events, or otherwise, except as required by law.
Readers are urged to read to the Form 8-K and exhibits thereto associated
with this press release and transaction and are urged to consider the risk
that Adeona may not elect to complete the acquisition of Colwell as
described.
For Further Information Contact:
Steve H. Kanzer, CPA, JD
Chairman and CEO
Adeona Pharmaceuticals, Inc.