CHAPEL HILL, NORTH CAROLINA--(Marketwire - Feb. 14, 2011) - Adherex Technologies Inc. (TSX:AHX)(PINK SHEETS:ADHXF), a biopharmaceutical company focused on the development of eniluracil and 5-fluorouracil ("Adherex"), announced today that it has set February 24, 2011 as the record date for determination of the shareholders of Adherex entitled to receive subscription rights in Adherex's previously announced rights offering.
Adherex will distribute, at no charge, to its record holders of common stock as of 5:00 p.m., New York City time on the record date, transferable subscription rights to purchase shares of Adherex's common stock at a subscription price of CAD$0.03 per unit. Adherex will distribute one right to each holder of common stock for each share of common stock held by such holders as of the record date. Each unit will consist of one share of common stock and one warrant representing the right to purchase one share of common stock for CAD $0.08. Assuming the rights offering is fully subscribed, the Company will receive gross proceeds of approximately CAD$12.75 million (and additional gross proceeds of up to approximately CAD$34.0 million upon the exercise of all of the warrants underlying such rights), less expenses of the rights offering. The rights offering includes an oversubscription privilege which permits each rights holder that exercises its rights in full to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering. Certain of our existing shareholders that purchased units in the Company's private placement in April 2010 and that held an aggregate of 243,066,664 shares of our common stock as of February 9, 2011, have agreed not to participate in the rights offering.
The definitive terms of the rights offering, will be contained in the prospectus. It is anticipated that the prospectus along with the rights certificates will be mailed to shareholders on or about February 28, 2011. Shareholders wishing to exercise their rights must return their completed certificate along with the applicable funds as directed, on or before the expiration date, which is scheduled to be 5:00 pm New York City time, on March 29, 2011.
A registration statement relating to these securities has been filed with the SEC and has been declared effective on February 11, 2011. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor sell there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
This press release contains forward-looking statements within the meaning of the Federal securities laws. Forward-looking statements are subject to certain risks and uncertainties inherent in the Company's business that could cause actual results to vary, including such risks that regulatory clinical and guideline developments may change, scientific data may not be sufficient to meet regulatory standards or receipt of required regulatory clearances or approvals, clinical results may not be replicated in actual patient settings, protection offered by the Company's patents and patent applications may be challenged, invalidated or circumvented by its competitors, the available market for the Company's products will not be as large as expected, the Company's products will not be able to penetrate one or more targeted markets, revenues will not be sufficient to fund further development and clinical studies, the Company may not meet its future capital needs, and its ability to obtain additional funding, as well as uncertainties relative to varying product formulations and a multitude of diverse regulatory and marketing requirements in different countries and municipalities, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission including its Annual Report on Form 10-K for the year ended December 31, 2009. Adherex Technologies, Inc. disclaims any obligation to update these forward-looking statements except as required by law.
For a more detailed discussion of related risk factors, please refer to our public filings available at www.sec.gov and www.sedar.com.