Message #2 From:
NewsBot Date: October 12, 2005 09:02:00 AM
AKC News ULURU Inc. Purchases Topical Assets of Access Pharmaceuticals Inc.
DALLAS--(BUSINESS WIRE)--Oct. 12, 2005--ULURU Inc.
-- ULURU Signs Definitive Merger Agreement with Oxford Ventures Inc.
-- Purchase Completes the First Phase of the Company's Acquisition Strategy
ULURU Inc., a private company established to develop a portfolio of advanced topical delivery technologies, today announced that it has purchased the topical product assets of Access Pharmaceuticals, Inc. (AMEX: AKC). Additionally, ULURU Inc. signed a definitive merger agreement with Oxford Ventures, Inc. ("Oxford"). Under the terms of the merger agreement ULURU Inc. will become a wholly owned subsidiary of Oxford on the terms previously disclosed by Oxford in a Form 8-K filling with the Securities and Exchange Commission on September 13, 2005.
The transaction value for the acquired assets is up to $20.7 million, with $8.7 million payable on closing, up to $3.7 million payable in 12 months, and $1 million payable on the achievement of a commercial milestone or 24 months, whichever occurs first. Additional payments of up to $7.3 million will be made on the achievement of development and commercial milestones.
The principal shareholder of ULURU Inc. is Kerry P. Gray, the former President and CEO of Access, who was instrumental in the development of the acquired technology. The products purchased include Aphthasol and OraDisc A, the FDA approved products for the treatment of canker sores, and Zindaclin, a product for the treatment of acne, approved and marketed in numerous European and global markets. In addition ULURU has acquired the OraDisc technology platform and a fully paid license for numerous applications of the nanoparticle aggregate technology.
Commenting on the transaction Kerry P. Gray, President and CEO of ULURU, stated, "The completion of this acquisition is the first step in the establishment of a company focused on advanced topical delivery technologies. Both of the acquired technologies have numerous applications, from which an extensive portfolio of products can be developed. OraDisc has the potential not only to deliver drugs to the mouth and tooth surface and oral cavity, but offers significant potential as a transmucosal drug delivery system. The initial focus of product development with the hydrogel nanoparticle aggregate technology will be in the areas of wound management, burn care and in the field of facial restoration as a dermal filler."
As part of the asset acquisition employees engaged in the development of these technologies will be transferred from Access to ULURU. Likewise, the physical assets associated with these technologies will be transferred to ULURU. In the short term ULURU will continue to operate in the current facility to enable an orderly business transfer.
Gray continued, "This is an important step towards the company establishing a marketing organization focused in niche markets including wound and burn care. We are actively looking for additional acquisitions in this area to rapidly establish a meaningful commercial operation in this market segment."
ULURU INC. is an emerging specialty pharmaceutical company dedicated to becoming a leading topical drug delivery and oral care company by developing products utilizing its innovative transmucosal delivery system and hydrogel nanoparticle aggregate technology and acquiring value-added topical products.
