Procept And Pacific Pharmaceuticals Plan To Merge

Procept, Inc. and Pacific Pharmaceuticals, Inc. have signed a definitive agreement to merge, it was announced recently. The product portfolio of the combined company will focus on anti-infectives and oncology, including three novel technologies that are presently in human clinical trials.

"This business combination provides tremendous opportunity to pursue an aggressive development plan aimed toward obtaining FDA approval, and moving the Company's innovative products to the market as rapidly as possible," commented John F. Dee, president and CEO of Procept.

Under the proposed management structure, Dee will remain as president and chief executive officer of the combined entity, which will be called Procept, Inc. Dr. H. Laurence Shaw, Pacific Pharmaceuticals' current president, chairman and CEO, will continue as a member of Pacific's board of directors. Dr. Anil Singhal, Pacific's vice president of Research and Development, will serve as the interim CEO until the consummation of the merger.

Under the terms of the agreement, which was approved by the boards of directors of both companies, each outstanding share of Pacific common stock will be converted into approximately 0.11 Procept common shares. This will result in the issuance of approximately 2,755,000 shares of Procept common stock to Pacific shareholders on the closing date of the transaction. The merger is subject to several conditions, including the final approval of the transaction by both companies' shareholders.

For more information: Procept, Inc., 840 Memorial Drive, Cambridge, MA 02139, USA. Telephone: 617-491-1100. Fax: 617-491-9019.