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Vasogen Announces US$42.3 Million Registered Direct
Offering of Common Shares
Toronto, Ontario - January 28, 2005
Vasogen Inc. (NASDAQ:VSGN; TSX:VAS), focused on the research and commercial
development of technologies targeting chronic inflammation underlying
cardiovascular and neurological disease, today announced that it has entered
into definitive agreements to sell approximately 9.0 million common shares,
at a price of US$4.70 per share, to institutional investors, for gross
proceeds of approximately US$42.3 million. The shares are being offered
under the Company’s existing shelf registration statement, as amended, and
this offering, upon closing, will complete the balance of this shelf
registration. SG Cowen & Co., LLC, lead agent and sole book manager; Needham
& Company, Inc., co-lead agent; and A.G. Edwards & Sons, Inc. acted as
placement agents for the offering. The closing of the offering is scheduled
to occur on February 2, 2005, subject to customary closing conditions.
The Company estimates net proceeds from the financing to be approximately
US$39.3 million after deducting placement agent fees and the estimated costs
associated with the offering. The Company plans to use the net proceeds of
this financing to fund the ongoing development of its Celacade™ technology,
to fund its drug development pipeline, including VP025, and for general
corporate purposes.
This press release shall not constitute an offer to sell nor the
solicitation of an offer to buy, nor shall there be any sales of these
securities in any jurisdiction in which such an offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This offering is being made by
means of a prospectus supplement to a prospectus that is part of the
Company’s shelf registration statement previously filed with and declared
effective by the Securities and Exchange Commission.
Copies of the prospectus and the prospectus supplement can be obtained from
SG Cowen & Co., LLC, 1221 Avenue of the Americas, New York, NY 10020;
Needham & Company, Inc., 445 Park Avenue, New York, NY 10022; A.G. Edwards &
Sons, Inc., One North Jefferson St. Louis, MO 63103; or by calling the
Company.
About Vasogen
Vasogen is focused on the research and commercial development of
technologies targeting the chronic inflammation underlying cardiovascular
and neurological disease. Our lead product, the CelacadeTM technology, is
currently in two pivotal phase III clinical trials in life-threatening
cardiovascular conditions with significant unmet needs. The 500-patient
phase III SIMPADICO trial, which has completed patient enrolment, is
designed to further investigate the use of our Celacade technology to
improve intermittent claudication, a debilitating symptom associated with
peripheral arterial disease. The 2,000-patient phase III ACCLAIM trial,
ongoing at more than 150 clinical centers in North America and Europe, is
designed to further investigate the use of our Celacade technology to reduce
the risk of death and hospitalization in patients with advanced chronic
heart failure. We are also developing a new class of drugs for the treatment
of neuro-inflammatory disorders, which include such devastating disorders as
Parkinson’s disease and Alzheimer’s disease. VP025, the lead product
candidate from this new class of drugs, is now entering phase I clinical
development.
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