Ondine Biomedical Inc.

Ondine Biomedical Inc.

August 30, 2011 16:54 ET

Securityholders Approve Privatization of Ondine

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 30, 2011) - Ondine Biomedical Inc. (the "Company" or "Ondine") (TSX:OBP)(AIM:OBP) announced that at the annual general meeting of the shareholders and special meeting of securityholders of Ondine (collectively, the "Meeting") held today, the securityholders (the "Securityholders") approved the previously announced plan of arrangement (the "Arrangement") pursuant to which 0902337 B.C. Ltd. (the "Purchaser"), a private company whose sole shareholder is Carolyn Cross, Chairman, Chief Executive Officer and a shareholder of Ondine, will acquire all of the issued and outstanding common shares of Ondine (the "Common Shares"). In addition, at the Meeting the shareholders of Ondine (the "Shareholders") approved, among other things, the cancellation of the admission to trading of the Common Shares on AIM market of the London Stock Exchange (the "Aim Delisting").

At the Meeting, the special resolution approving the Arrangement was approved by i) approximately 97% of the votes cast by Securityholders present in person or represented by proxy; ii) by approximately 96% of the votes cast by Shareholders present in person or represented by proxy; and iii) by approximately 94% of the votes cast by Shareholders present in person or represented by proxy excluding the votes cast by the Purchaser and by such other shareholders excluded by regulatory requirements (the "Minority Shareholders").

At the Meeting, the resolution approving the AIM Delisting was approved by approximately 96% of the votes cast by Shareholders present in person or represented by proxy. If the Arrangement becomes effective, it is expected that cancellation of the admission of the Common Shares to trading on the AIM market of the London Stock Exchange will be at 7:00a.m. (London time) on September 7, 2011.

Additional information concerning the results of the voting at the Meeting is available on SEDAR at www.sedar.com and on the Company's website at www.ondinebio.com. Completion of the Arrangement is subject to a number of conditions including, among other things, receipt of required court, and regulatory approvals. Subject to the satisfaction or waiver, if permissible, of such conditions to closing, it is expected the Arrangement will become effective on September 6, 2011.

About Ondine Biomedical Inc.

Ondine is developing non-antibiotic therapies for the treatment of a broad spectrum of bacterial, fungal and viral infections. The Company is focused on developing leading edge products utilizing its patented light-activated technology, primarily for the healthcare-associated infection (HAI) market. Photodisinfection provides broad-spectrum antimicrobial efficacy without encouraging the formation and spread of antibiotic resistance. The Company is based in Vancouver, British Columbia, Canada, with a research and development laboratory in Bothell, Washington, USA. For additional information, please visit the Company's website at: www.ondinebio.com.

Forward-Looking Statements:

Certain statements contained in this release containing words like "believe", "intend", "may", "expect", "would" and other similar expressions, are forward-looking statements that involve a number of risks and uncertainties. This forward-looking information relates to, among other things, the timing and prospects for completion of the Arrangement, which is subject to a number of conditions precedents, such as the approval of the Arrangement by the court, and by regulatory authorities. Accordingly, there can be no assurances that the Arrangement will be consummated. The forward-looking statements contained in this release reflect the current views of Ondine with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by Ondine, are inherently subject to various risks and uncertainties. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking information contained in this news release and Ondine has made assumptions based on or related to many of these factors. Such factors that could cause actual results to differ materially from those projected in the Company's forward-looking statements include, without limitation, the following: litigation, fluctuations in economic and equity market conditions, market acceptance of our technologies and products; our ability to obtain financing; our financial and technical resources relative to those of our competitors; our ability to keep up with rapid technological change; government regulation of our technologies; our ability to enforce our intellectual property rights and protect our proprietary technologies; the ability to obtain and develop partnership opportunities; the timing of commercial product launches; the ability to achieve key technical milestones in key products and other risk factors identified from time to time in the Company's public filings. Investors are cautioned against attributing undue certainty or reliance on forward-looking information. Although Ondine has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Ondine does not intend, and does not assume any obligation, to update this forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such information, other than as required by applicable law.

The TSX Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Ondine Biomedical Inc.
    Carolyn Cross
    Chairman and CEO
    (604) 669-0555

    Canaccord Genuity Limited, Nominated Adviser
    Mark Williams/Bhavesh Patel
    +4420 7050 6500