Stockholders approve merger between Inovio Biomedical and VGX Pharmaceuticals

Update on May 29, 2009:

The stockholders of Inovio Biomedical Corporation, a developer of electroporation-based DNA vaccine delivery technology, and VGX Pharmaceuticals, Inc., a DNA vaccine developer, have approved the proposed merger between two companies. Both the companies are based in the US.

Update on March 31, 2009:

Inovio has agreed with VGX to extend the completion date of their proposed merger from March 31, 2009 to June 30, 2009.

Update on December 8, 2008:

Inovio has amended the terms to merge with VGX.

Under the amended agreement, Inovio will issue common stock in exchange for all outstanding VGX common stock based on an exchange ratio derived from the comparative fully diluted share capitalization of the companies, excluding the shares of VGX common stock underlying outstanding VGX convertible debt. Inovio will assume all outstanding VGX options and warrants, which will become exercisable for Inovio common stock, with the number of shares into which they are exercisable and the exercise price to be adjusted based on the exchange ratio. Outstanding VGX convertible debt at the time of the merger (anticipated to be $4.4 million at the time of the merger) will be assumed on a consolidated basis and become convertible into Inovio common stock at $1.05 per share.

Under the terms of the amended agreement, the post-merger parent company will retain the name Inovio Biomedical Corporation. Both Inovio's and VGX's boards of directors have approved the amended agreement.

Announcement (July 7, 2008);

Inovio and VGX have signed a definitive merger agreement, in which Inovio would merge into VGX. Upon closing, Inovio Biomedical would change its name to VGX Pharmaceuticals, Inc.

Inovio would issue shares of Inovio common stock in exchange for all of the outstanding shares of VGX common stock based on an exchange ratio derived from the comparative fully diluted share capitalization of the companies, excluding the shares of VGX common stock underlying $5.5 million of VGX convertible debt. Inovio would also assume all outstanding VGX options and warrants and a portion of VGX convertible debt, which would be adjusted based on the exchange ratio and become exercisable or convertible, as applicable, for Inovio common stock. The $5.5 million of VGX convertible debt excluded from calculation of the exchange ratio would be assumed at closing and the principal outstanding at closing immediately converted into shares of Inovio common stock at $1.05 per share.

The transaction is expected to complete in the fourth quarter of 2008.

Oppenheimer & Co. Inc. is acting as financial advisor K&L Gates LLP is acting as legal advisor to Inovio. Needham & Company, LLC is acting as financial advisor and Duane Morris LLP is acting legal advisor to VGX.

Deal Type   Merger
Deal Status Announced: 2008-07-07

Deal Participants

Target 1 (Company) VGX Pharmaceuticals, Inc.
Target 2 (Company) Inovio Biomedical Corporation (formerly Genetronics Biomedical Corporation; Genetronics Biomedical, Ltd.)

Deal Rationale

The combination of DNA vaccine development expertise, clinical pipeline, electroporation-based DNA delivery technology, and robust patents will position the combined company as a major DNA vaccine discovery, development, and delivery company.

Related terms: advisor, biomedical, capitalization, clinical, debt, dna, legal, merger, pharmaceuticals, pipeline, technology, vaccine