Viventia's board approves transaction with principal shareholders to become private company

By E. Janene Geiss

Philadelphia, Nov. 14 - Viventia Biotech Inc. announced Monday that it has agreed with principal shareholders Leslie Dan and Andrea Dan-Hytman to go private through a merger with a newly incorporated private company wholly owned by Dan, Dan-Hytman and their affiliates.

Viventia shareholders will receive $2.50 per share in cash for each common share held, according to the news release.

The deal is subject to shareholder approval and the signing of a definitive agreement. The board of directors, except Dan who did not participate in the vote, unanimously approved the transaction. To be effective, the transaction must receive approval of 66 2/3% of the shares voted, including shares held by the Dan group, officials said. The vote is set for a Dec. 23 meeting.

Before agreeing on the deal, members of the Dan group exercised certain warrants and converted debentures to own more than 90% of common shares outstanding, the release said.

The exercise of their warrants resulted in the payment of about $12 million to Viventia. Following this, the Dan group immediately demanded repayment of amounts outstanding under promissory notes held by them for about $12 million. Following repayment, Viventia still owes Leslie Dan and Dan group member Clairmark Investments $9 million under other promissory notes, the release said.

The Dan group has said that it will continue to fund the post-amalgamation company.

Viventia is a biopharmaceutical company developing Armed Antibodies, an anti-cancer drug designed to overcome various forms of cancer.

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