Filed by Change Technology Partners, Inc.
Subject Company - Change Technology Partners, Inc.
Filed pursuant to Rule 425 under the Securities Act of 1933
and deemed Filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
SEC File No. : 01-13347
FOR IMMEDIATE RELEASE
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CHANGE TECHNOLOGY PARTNERS SIGNS MERGER
AGREEMENT WITH NEUROLOGIX
GREENWICH, CONN. AUGUST 13, 2003 - Change Technology Partners, Inc. (OTCBB:
CTPI) today announced the signing of a definitive agreement to merge with
Neurologix, Inc., a privately-held corporation.
Neurologix is a leader in the development of proprietary gene therapies for the
treatment of central nervous system disorders. The company was established in
1999 to commercialize therapeutic discoveries of the scientific founders, who
have spent the past decade developing leading-edge technology in university
settings.
Neurologix's scientific founders recently became the first and only team to
receive approval from the U.S. Food and Drug Administration (FDA) to conduct
Phase I human clinical trials of gene therapy for the treatment of Parkinson's
disease. Patients are currently being recruited for the trial, which is expected
to commence later this month. Neurologix owns or licenses 14 patents and patent
applications in this field, several of which support the treatment to be used in
this clinical trial. Neurologix shareholders include Palisade Private
Partnership, L.P.
"We believe that the financial resources of the combined company will greatly
enhance our ability to conduct the Phase I clinical trial of gene therapy for
the treatment of Parkinson's disease and to continue our development of
innovative therapies for the treatment of other degenerative neurological
disorders" said Martin J. Kaplitt, M.D., President of Neurologix.
Change Technology Partners' Chairman Michael Gleason noted, "We look forward to
the prospects of the combined company and we believe that a merger with
Neurologix has the potential to provide our stockholders with more value than
they would receive under a plan of liquidation and dissolution."
Under the terms of the merger agreement, a newly-formed subsidiary of CTPI would
merge with and into Neurologix, and Neurologix would survive as a wholly-owned
subsidiary of
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CTPI. All Neurologix securities issued and outstanding as of the closing date
will be exchanged for the right to receive a certain number of shares of CTPI
common stock. The exact number of shares of CTPI common stock to be issued at
closing will depend on CTPI's cash and cash equivalents, liabilities and
contractual commitments as of the closing date. It is currently expected that
upon completion of the merger CTPI's shareholders would retain up to
approximately thirty-two percent of the outstanding voting capital stock of CTPI
on a fully-diluted basis. The proposed stock-for-stock transaction is subject to
stockholder approval and is intended to qualify as a tax-free reorganization.
BNY Capital Markets, Inc., CTPI's financial advisor, rendered its opinion that
the proposed transaction is fair from a financial point of view to CTPI's
shareholders on August 11, 2003. The CTPI board of directors approved the merger
agreement and the transactions contemplated thereby on August 11, 2003.
In connection with the merger agreement, CTPI, a wholly-owned subsidiary of
CTPI, Neurologix and certain securityholders of Neurologix entered into a voting
agreement pursuant to which a majority of each class of Neurologix securities
agreed to vote all of their Neurologix capital stock in favor of the merger
agreement and the transactions contemplated thereby.
Concurrent with the execution of the merger agreement, CTPI loaned Neurologix
$750,000 and Neurologix issued a promissory note in the aggregate principal
amount of $750,000 due April 30, 2004 in favor of CTPI. The note accrues
interest at a rate of 4% per annum, is secured by all of the assets of
Neurologix and is senior to all existing indebtedness of Neurologix.
The merger transaction is expected to close in the fourth quarter of 2003.
ABOUT NEUROLOGIX, INC.
Neurologix, Inc. (www.neurologix.net) is a leader in the development of
proprietary gene therapies for the treatment of central nervous system
disorders, with an initial clinical focus on Parkinson's disease and epilepsy.
ABOUT CHANGE TECHNOLOGY PARTNERS, INC.
Change Technology Partners, Inc. (WWW.CHANGE.COM) recently sold its sole
operating subsidiary, Canned Interactive. Currently, the assets of CTPI
primarily consist of cash and cash equivalents.
In connection with the proposed transaction, CTPI intends to file relevant
materials with the Securities and Exchange Commission (the "SEC"), including a
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), that contains a prospectus and proxy solicitation statement.
Because those documents will contain important information, CTPI shareholders
are urged to read them, if and when they become available. When filed with the
SEC, they will be available without charge
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at the SEC's website, www.sec.gov, and CTPI shareholders will receive
information at an appropriate time on how to obtain transaction-related
documents without charge from CTPI.
CTPI and certain of its officers and directors may be deemed to be participants
in CTPI's solicitation of proxies from the holders of their common stock in
connection with the proposed transaction. Investors may obtain information
regarding the interests of the participants by reading the prospectus and proxy
solicitation statement if and when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
This press release includes certain statements of CTPI that may constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and which are made pursuant to the Private Securities Litigation
Reform Act of 1995. These forward-looking statements and other information
relating to CTPI are based upon the beliefs of management and assumptions made
by and information currently available to CTPI. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events, or performance, as well as underlying assumptions and statements that
are other than statements of historical fact, including statements regarding
CTPI's proposed merger with Neurologix, Inc. When used in this document, the
words "expects," "anticipates," "estimates," "plans," "intends," "projects,"
"predicts," "believes," "may" or "should," and similar expressions and the
negatives thereof, are intended to identify forward-looking statements. These
statements reflect the current view of the CTPI's management with respect to
future events. Many factors could cause the actual results, performance or
achievements of CTPI to be materially different from any future results,
performance, or achievements that may be expressed or implied by such
forward-looking statements, including, but not limited to, the risk that the
merger is not consummated, and the risks that, even if the merger is
consummated, Neurologix may be unable to develop effective therapies for the
treatment of central nervous system disorders, or if developed may be unable to
commercialize those developments, or may be unable to secure sufficient
financing for its development and commercialization efforts.
CONTACT:
Lippert/Heilshorn & Associates, Inc.
Kim Golodetz (kgolodetz@lhai.com)
Ethan Denkensohn (edenkensohn@lhai.com)
(212)838-3777
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