Oxford Ventures, Inc. Signs Definitive Merger Agreement to Acquire ULURU Inc.; Completes $13 million Convertible Debenture Offering; Enters $30 Million Standby Equity Distribution Agreement
Oct 12, 2005 4:04:00 PM
Copyright Business Wire 2005 MESA, Ariz.--(BUSINESS WIRE)--Oct. 12, 2005--
Oxford Ventures, Inc. (OTC Bulletin Board : OXFV.OB)("Oxford") today announced that it has signed a definitive merger agreement to acquire ULURU Inc. ("ULURU"), a private Delaware company that focuses on advanced topical delivery of pharmaceutical agents. Separately, today ULURU announced the acquisition of the topical product assets of Access Pharmaceuticals, Inc. in a transaction valued at up to $20.7 million. Attached to this press release is a copy of the ULURU press release announcing the acquisition of the topical product assets.
Under the terms of the merger agreement, ULURU will become a wholly owned subsidiary of Oxford on the terms previously disclosed in our Form 8K filling with the Securities and Exchange Commission on September 13, 2005. In conjunction with the proposed acquisition, Oxford completed two financing transactions with an investor group including Highgate House Funds, Ltd. and Cornell Capital Partners LP. In the first transaction, Oxford has received a commitment for the sale of $15 million of secured convertible debentures, of which $13 million has been funded with the balance to be received upon the effectiveness of a registration statement filed with the Securities and Exchange Commission allowing for the resale of shares issued in connection with a Standby Equity Distribution Agreement. In the second financing, Oxford entered into a Standby Equity Distribution Agreement for up to $30 million.
Commenting on the recent developments, Daniel Leonard, President & CEO of Oxford, stated, "We have evaluated numerous opportunities for the company and believe that this series of transactions gives our shareholders the best opportunity to maximize returns. ULURU offers exciting potential as it has a developing revenue base and technologies from which significant product opportunities may be developed."
This press release contains certain statements that are forward-looking within the meaning of Section 27a of the Securities Act of 1933, as amended, and that involve risks and uncertainties, including but not limited to statements made relating to the completion of a merger with ULURU Inc. and the business prospects of ULURU Inc. These statements are subject to numerous risks including those risks detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2004, Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 and other reports filed by us with the Securities and Exchange Commission.
Source: Oxford Ventures, Inc.
---------------------------------------------- ULURU Inc. Kerry P. Gray 214-905-5100
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