Filed by Change Technology Partners, Inc.
Subject Company - Change Technology Partners, Inc.
Filed pursuant to Rule 425 under the
Securities Act of 1933 and deemed Filed
pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934
SEC File No. : 01-13347
FOR IMMEDIATE RELEASE
---------------------
CHANGE TECHNOLOGY PARTNERS, INC. ANNOUNCES
AGREEMENT TO MERGE WITH NEUROLOGIX, INC.
COMPANY DEVELOPS TREATMENTS FOR CENTRAL NERVOUS SYSTEM DISORDERS, INCLUDING
PARKINSON'S THERAPY APPROVED FOR PHASE I TRIALS
NOBEL LAUREATE TO CHAIR SCIENTIFIC ADVISORY BOARD
GREENWICH, CT. JUNE 18, 2003 - Change Technology Partners (OTCBB: CTPI)
announced that it has signed a Letter of Intent with Neurologix, Inc. to merge
the two companies. Under the terms of the Letter of Intent, Neurologix would
merge with a newly-formed subsidiary of CTPI, and based upon CTPI's net assets
(as defined) at closing, CTPI's shareholders would retain up to 33?% of the
outstanding voting capital stock of CTPI on a fully-diluted basis. The parties
have agreed to work together to enter into a definitive merger agreement as soon
as practicable. Thereafter, the closing will be contingent upon, among other
things, shareholder approvals by both companies.
Neurologix is a leader in the development of proprietary therapies for the
treatment of disorders of the brain and central nervous system. It was
established in 1999 to commercialize therapeutic discoveries of the scientific
founders, who have spent the last decade developing leading-edge technology in
university settings. Neurologix's scientific founders recently became the first
and only team to receive FDA approval to conduct Phase I human clinical trials
of gene therapy for the treatment of Parkinson's disease. Patients are currently
being recruited for the trial, which is expected to commence in the second half
of 2003. Neurologix owns or licenses 14 patents and patent applications in this
field, several of which support the treatment to be used in this clinical trial.
Neurologix shareholders include Palisade Private Partnership, L.P.
"We are very enthusiastic about the proposed merger with CTPI" said Dr. Martin
J. Kaplitt, President of Neurologix. "We believe that the financial resources of
the combined company will greatly enhance our ability to conduct the Phase I
clinical trial of gene therapy for the
Page 1 of 3
treatment of Parkinson's disease and to continue our development of innovative
therapies for the treatment of other degenerative neurological disorders".
On September 30, 2002, CTPI's Board of Directors announced the adoption of a
plan of liquidation and dissolution in order to maximize shareholder value and
noted that if no suitable business opportunities became available to it, subject
to stockholder approval, it would commence liquidation in 2003. Mr. Michael
Gleason, CTPI's Chairman noted, "After reviewing this opportunity with
Neurologix's scientific team, management and principal shareholders, we are very
excited about the combined company's prospects. We believe that a merger with
Neurologix has the potential to provide our stockholders with more value than
they would receive in liquidation."
Separately, Neurologix announced that Dr. Paul Greengard, winner of the 2000
Nobel Prize in Physiology or Medicine, has agreed to chair the company's
Scientific Advisory Board. Dr. Greengard is the Vincent Astor Professor and
Chairman of the Laboratory of Molecular and Cellular Neuroscience at Rockefeller
University.
ABOUT NEUROLOGIX, INC.
Neurologix, Inc. (www.neurologix.net) is a leader in the development of
proprietary therapies for the treatment of disorders of the brain and the
central nervous system.
ABOUT CHANGE TECHNOLOGY PARTNERS, INC.
Change Technology Partners, Inc. (OTCBB:CTPI) (WWW.CHANGE.COM) provides media
and entertainment interactive services to the motion picture, television and
advertising industries through its operating subsidiary, Canned Interactive. The
assets of CTPI are primarily cash and its operating subsidiary, Canned
Interactive.
In connection with the proposed transaction, CTPI intends to file relevant
materials with the Securities and Exchange Commission (the "SEC"), including a
Registration Statement under the Securities Act of 1933, as amended (the
"Securities Act"), that contains a prospectus and proxy solicitation statement.
Because those documents will contain important information, CTPI shareholders
are urged to read them, if and when they become available. When filed with the
SEC, they will be available for free at the SEC's website, WWW.SEC.GOV, and CTPI
shareholders will receive information at an appropriate time on how to obtain
transaction-related documents for free from CTPI.
CTPI and certain of its officers and directors may be deemed to be participants
in CTPI's solicitation of proxies from the holders of their common stock in
connection with the proposed transaction. Investors may obtain information
regarding the interests of the participants by reading the prospectus and proxy
solicitation statement if and when it becomes available.
Page 2 of 3
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
This press release includes certain statements of CTPI that may constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and which are made pursuant to the Private Securities Litigation
Reform Act of 1995. These forward-looking statements and other information
relating to CTPI are based upon the beliefs of management and assumptions made
by and information currently available to CTPI. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events, or performance, as well as underlying assumptions and statements that
are other than statements of historical fact, including statements regarding
CTPI's proposed merger with Neurologix, Inc. When used in this document, the
words "expects," "anticipates," "estimates," "plans," "intends," "projects,"
"predicts," "believes," "may" or "should," and similar expressions, are intended
to identify forward-looking statements. These statements reflect the current
view of the CTPI's management with respect to future events. Many factors could
cause the actual results, performance or achievements of CTPI to be materially
different from any future results, performance, or achievements that may be
expressed or implied by such forward-looking statements, including, but not
limited to, the risk that no merger agreement is reached or that the merger is
not consummated, and the risks that, even if the merger is consummated,
Neurologix may be unable to develop effective therapies for the treatment of
disorders of the brain or the central nervous system, or if developed may be
unable to commercialize those developments, or may be unable to secure
sufficient financing for its development and commercialization efforts.
CONTACT:
Change Technology Partners, Inc.
Michael Gleason 203-661-6942
Page 3 of 3