Nanobac and Eureka Genomics sign merger agreement

Nanobac Pharmaceuticals, a research-based, bio-lifescience company, and Eureka Genomics, a provider of next generation sequencing, have signed a definitive merger agreement, which delineates the terms and conditions under which Nanobac proposes to merge with Eureka in a stock and cash transaction.

Under the terms of the agreement, Nanobac will issue new shares of its common stock to Eureka stockholders based on an exchange ratio to be determined prior to the closing of the transaction.

Under the exchange ratio formula defined in the merger agreement, the former Eureka stockholders are expected to own 85% of the combined company, and the former Nanobac shareholders are expected to own 15% of the combined company, each on a fully diluted basis. This ratio is subject to potential adjustments as described in the merger agreement.

Subject to regulatory approvals and customary closing conditions, this merger is currently expected to close during the second quarter of 2009.

Didier Perez, CFO and COO of Eureka Genomics, said: We, too, are confident that this merger will help build shareholder value. Likewise, we are confident that this merger will help us accelerate our efforts to develop and partner our next-generation bioinformatics and pursue the development of highly valuable, cost-effective diagnostics, therapeutics, vaccines, and cleantech products such as bioenergy feedstocks.