Entelos, Inc. Proposed Delisting from AIM

 
TIDMENTL 
 
 

  Entelos, Inc. ("Entelos" or the "Company") today announced that it intends to seek stockholder approval to cancel the trading of its shares of common stock on the AIM Exchange (the "Delisting"). The Company's senior management and Board of Directors have been considering a variety of strategic transactions over the past year, including seeking new significant equity investments and working to restructure its existing secured indebtedness, in order to provide the platform necessary for the Company to continue to grow its core business. In this process it has become clear that, given the Company's current capital structure, potential equity investors would prefer to make an investment in the Company only after it has become private. In addition, given the AIM Exchange's failure to adequately value the equity of the Company, the limited trading volumes and illiquidity of the Company's common stock and the expenses and regulatory requirements associated with maintaining admission to the AIM Exchange, the Company's Board of Directors has determined that it would be in the best interests of the Company and its stockholders and other stakeholders to cancel the trading of its shares on the AIM Exchange. 
 

  As the Company previously disclosed, on December 21, 2007, it entered into a debt financing agreement with Imperium Master Fund, LTD ("Imperium") in which Imperium provided the Company $6,500,000 in total cash loan proceeds. On March 25, 2009, the Company announced that Entelos and Imperium had amended the terms of the secured debt in order to allow the parties until April 30, 2009 to finalize the revised terms of the existing debt financing arrangements. In addition, on April 22, 2009, the Company announced that Entelos and Imperium were continuing to negotiate a restructuring of the debt financing arrangements and have further amended the terms of the secured debt in order to allow the parties until July 2, 2009 to finalize the revised terms of the existing debt financing arrangements. The Company has discussed its delisting proposal with Imperium, and Imperium has indicated that it supports the Delisting, and that Delisting will be an important step in the completion of the restructuring of the existing debt financing arrangements. In addition, Imperium has agreed to further amend the terms of the secured debt in order to allow the parties until July 24, 2009 to finalize the revised terms of the existing debt financing arrangements, and those negotiations continue. 
 

  The Company's Board of Directors is aware that the Company's stockholders may still wish to acquire further or dispose of shares of the Company's common stock and, accordingly, the Company intends to use reasonable endeavors to create and maintain a matched bargain settlement facility following the Delisting. Under this facility, stockholders or persons wishing to acquire shares will be able to leave an indication with the matched bargain settlement facility provider that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility provider is able to match that order with an opposite sell or buy instruction, the matched bargain settlement facility provider will contact both parties and then effect the order. Stockholders who do not have their own broker will need to register with the matched bargain settlement facility provider as a new client. Such registration may take some time to process, and therefore, stockholders who consider they are likely to avail themselves of this facility are encouraged to commence it at the earliest opportunity. The contact details of the matched bargain settlement facility provider once arranged will be made available to the Company's stockholders on the Company's website. 
 

  Under the AIM Rules, it is a requirement that the cancellation from trading on the AIM Exchange must be approved by not less than 75% of stockholders voting at a stockholders meeting. Accordingly, a stockholders meeting has been called by the Company's Board of Directors for June 23, 2009, at which meeting a resolution to approve the application to the London Stock Exchange for cancellation of admission of the Company's shares on the AIM Exchange will be proposed to the Company's stockholders. If the resolution is approved by the requisite stockholder vote, it is expected that cancellation of dealings will take effect at 7:00 a.m. on July 1, 2009, at which time the Delisting will be completed and the Company's common stock will no longer trade on the AIM Exchange. 
 

  Enquiries 
 
Entelos, Inc. 
Jon Saxe, Chairman 
Jim Neal, Acting President and Acting Chief Executive Officer 
Tel: [phone] 
KBC Peel Hunt 
Capel Irwin 
Tel: [phone] 
Buchanan Communications 
Lisa Baderoon/Mary-Jane Johnson 
Tel: [phone] 
 
 

  About Entelos 
 

  Entelos, Inc. (www.entelos.com) is a US-based life sciences company applying next-generation predictive technologies to revolutionize the way medicines are discovered, developed, and utilized. The Company leverages its proprietary in silico disease models, "virtual human" technology, and toxicology reference systems to develop safer and more effective drugs, improve the quality of health-related consumer products, and deliver on the promise of personalized medicine. Entelos provides customized products, technology and research services to global pharmaceutical, health-care, and consumer products companies in safety testing, arthritis, cardiovascular diseases, asthma, obesity, diabetes, hematopoeisis (anemia), cholesterol metabolism, skin sensitization, and personal care products.