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May 27, 1999 RECOMMENDATION: BUY Valentis, Inc. (Nasdaq: VLTS) Valentis Merges with PolyMASC Creating a "Biologics Delivery" Company; Reiterating BUY Recommendation
Recent Developments Valentis Inc. (VLTS) announced yesterday that it had entered into a definitive agreement to merge with PolyMASC Pharmaceuticals plc, a London-based biologics delivery company. We believe this is a very shrewd transaction on the part of VLTS and is consistent with the Companys strategy to expand its capabilities in gene therapy (and thus DNA delivery) into a broad array of biologics delivery systems. We continue to believe that VLTS is undervalued at current levels and recommend purchase for those investors tolerant of the risks associated with small-cap equity investments. The PolyMASC technology: Many problems arise when attempting to deliver peptides, proteins and other large molecules to the human body. Not only are the substances rapidly cleared from the body, but they are also frequently viewed as foreign and can illicit an immune response from the body or have other toxic effects. Due to poor bioavailability of these substances, large initial doses are often given intravenously, creating toxicity. Subcutaneous administration can overcome this problem, but there is often a large loss of dose at the injection site. PolyMASC has developed a PEGylation technology, by which polyethylene glycol (PEG) chains are coupled to molecules to essentially hide the substance from the bodys immune system and from the degradation process, allowing delivery of the therapeutic. Historically, the PEGylation process has had problems of its own, including poor conservation of biological activity and certain toxicity issues. PolyMASC has solved these problems by creating novel and proprietary methods for linking PEG to the molecules. Through this more mild PEGylation process, bioavailability, solubility and biological activity are all enhanced and, due to the unique coupling process, the toxicity problems resolve. This technology is also extremely versatile and can be applied to the delivery of proteins, peptides, peptidomimetics (peptide-like small molecules), antibodies, antibody fragments, liposomes, viral gene therapies and replicating viruses. The Agreement: As a result of the merger, which was unanimously approved by the boards of both companies and still must be approved by PolyMASC shareholders, VLTS will issue approximately 4.4 million shares worth about $20 million. Each PolyMASC shareholder will receive 0.209 shares of VLTS for each share and is expected to close during the third quarter of 1999. PolyMASC will become a wholly owned subsidiary of VLTS. The new London facility will focus primarily on the development of delivery systems for peptides, proteins, antibodies and liposomes, while the Texas facility will focus on plasmid-based gene therapies and the California facility on manufacturing, clinical development, viral-based gene therapies and replicating viruses. Strategic Implications: We believe this agreement significantly broadens VLTSs technology portfolio and evolves the company from being a pure gene delivery company into a biologics delivery company. With the worldwide market for biologics expected to approach $30 billion by the year 2008, we feel VLTS is well poised to take advantage of this large and growing market. In addition, the Company already has an impressive list of corporate partnerswe expect this transaction to further enhance VLTSs ability to attract additional corporate partners interested in biologics delivery. We expect a steady flow of positive news events from VLTS over the next 12 months and anticipate continued stock appreciation.
Risk Considerations This section of the document is provided to remind potential investors to undertake a prudent level of due diligence prior to making an investment in the securities of VLTS. For a complete description of risks and uncertainties to the Companies businesses, see the "Risk Factors" section in the Companies SECs filings, which can be accessed directly from the SEC Edgar filings at www.SEC.gov on the internet. Other potential risks include:
Sources for Additional Information The following are website addresses offering related information, and links to other sources of information. www.Valentis.com Valentis Home Page www.SmallCapsOnline.com SmallCaps Onlines site for company information and research www.nih.gov National Institutes of Health www.nhgri.nih.gov National Human Genome Research Institute www.FDA.gov US Food and Drug Administration homepage www.SEC.gov U.S. Securities and Exchange Commission, with links to EDGAR filings
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