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April 16, 2009 -- GlaxoSmithKline plc (NYSE: GSK) and Pfizer Inc (NYSE: PFE) today announced they have entered into an agreement to create a new world-leading HIV company focused solely on research, development and commercialisation of HIV medicines. The new HIV business will be more sustainable and broader in scope than either company's individually, and will hold a 19% share of the growing market and have an industry-leading pipeline. GSK will initially hold an 85% equity interest in the new company and Pfizer will hold 15%.
Andrew Witty, Chief Executive Officer, GSK said: "Today marks a definitive step by GSK to renew our focus and deliver more medicines, more efficiently, to people living with HIV/AIDS. At the core of this specialist business is a broad portfolio of products and pipeline assets, which can be more effectively leveraged through the new company's strong revenue base and dedicated research capability. HIV remains a global threat with increasing incidence and viral resistance. This new company will be better placed to meet these challenges and improve access to treatments."
Jeff Kindler, Chief Executive Officer, Pfizer said: "By combining Pfizer's and GlaxoSmithKline's complementary strengths and capabilities, we are creating a new global leader in HIV and reaffirming our ongoing commitment to the treatment of the disease. With the strength of the companies' current HIV products, as well as the complementary fit of Pfizer's HIV pipeline and GSK's global distribution capabilities, the new company is well positioned to bring new and improved medicines to patients with more speed and efficiency. The new company can reach more patients and accomplish much more for the treatment of HIV globally than either company on its own."
Focused new business with industry-leading HIV pipeline
The new company will have a broad product portfolio of 11 marketed products including market-leading therapies such as Combivir, Kivexa and Selzentry/Celsentri. Based on 2008 pro-forma results, this combined portfolio generated sales of approximately AGBP1.6 billion and these revenues will provide the new company with financial stability and support investment in its pipeline.
The clear focus of the new business will be to invest in research and development of innovative HIV treatments and formulations that improve adherence and overcome resistance to the virus.
The company will have an industry-leading pipeline of 6 innovative and targeted medicines, including 4 compounds in phase II development. Altogether, the new company will have 17 molecules at its disposal to develop in fixed-dose combinations as possible new HIV treatments. The new company will contract R&D services directly from GSK and Pfizer to develop these medicines.
The new company will also invest in early-stage research and discovery of HIV medicines, and will benefit from a new Research Alliance Agreement with GSK and Pfizer. Under this new alliance, GSK and Pfizer will continue to conduct discovery research and development into HIV medicines and the new company will invest in this activity and will have exclusive rights of first negotiation in relation to any new HIV-related medicine developed by either GSK or Pfizer.
New company's product portfolio and pipeline
Combined Marketed Product Portfolio Combined Clinical Development Pipeline Product Class Product Class Phase Agenerase Protease inhibitor GSK 1349572 Integrase II inhibitor Combivir NRTI UK-453061 NNRTI II Epivir/3TC NRTI GSK 2248761 NNRTI II (IDX899) Epzicom/Kivexa NRTI PF-232798 CCR5 antagonist II Lexiva/Telzir Protease inhibitor PF-3716539 PK enhancer I Rescriptor NNRTI (US only) GSK706769 CCR5 antagonist I Retrovir/AZT NRTI Selzentry/Celsentri CCR5 antagonist Trizivir NRTI Viracept Protease inhibitor (N. America only) Ziagen NRTI
Initiatives to improve treatment access
The new company will continue GSK's and Pfizer's commitments to improve access to HIV medicines for everyone.
Not-for-profit pricing for HIV medicines will continue for those countries most in need, and the new company will continue to facilitate new voluntary licences to diversify production and expand capacity in these markets.
The new company will also conduct research and development activities specifically to address appropriate access to HIV medicines in developing countries. In particular, the new company will increase its research effort into treatments and formulations for children living with HIV.
The new company will continue GSK and Pfizer's strong record of community support for HIV. GSK's long-standing Positive Action programme will transfer to the new company, maintaining a focus on prevention, tackling stigma and discrimination, and building capacity and treatment literacy within the global community. Since 2002, GSK has conducted 65 partnership projects across 63 countries and the new company will continue to invest in Positive Action.
Pfizer has made substantial investments in the fight against HIV/AIDS, as evidenced through its partnerships with key stakeholders and organisations. The Pfizer Foundation remains committed to its continued support of ConnectHIV in the USA, the Diflucan Partnership Program in developing countries and the Infectious Diseases Institute, a global centre of excellence for teaching, research and healthcare delivery in Africa.
Independent leadership dedicated to HIV treatment
The management of the new company will bring a new focus to the global HIV therapy area and will be able to rapidly prioritise and access internal and external investment opportunities.
Dominique Limet has been appointed as Chief Executive Officer Designate of the new company and as a member of its Board.
Dominique is currently Senior Vice President and Head of GSK's Personalised Medicine Strategy. He is a trained physician and has held a number of senior leadership roles at GSK including as regional President for Southern and Eastern European markets and as General Manager of GSK France. Dominique has served as a member of GSK's Positive Action Steering Committee and was a board member of the GSK France Foundation which supported a range of HIV/AIDS-related programmes around the world.
Other Board members to be appointed to the new company are:
-- Julian Heslop, Chief Financial Officer, GSK and Chairman of the new HIV company
-- Cees Heiman, Regional President, Specialty Care Business Unit, Europe, Pfizer
-- Zhi Hong, SVP and Head of Infectious Diseases CEDD, GSK
-- Abbas Hussain, President Emerging Markets, GSK
-- Duncan Learmouth, SVP Corporate Communications & Community Partnerships, GSK
-- Martin Mackay, President, Global Research & Development, Pfizer
-- Ian McCubbin, SVP Strategy, Logistics and External Supply, GSK
-- Ellen Strahlman, SVP and Chief Medical Officer, GSK
GSK and Pfizer have established an integration steering committee, with representatives from both companies to prepare for the operation of the new company upon the closing of the transaction. A head of R&D will be appointed to oversee all research and development activities. Manufacturing and other services will be provided by GSK and Pfizer.
Financial details
The combination is highly complementary and serves both companies strategically. For GSK, the transaction will expand its marketed portfolio, helping to reduce the impact of patent expiries to several of its HIV products in future years, and it will provide access to a broad range of new pipeline assets. For Pfizer, the collaboration will provide Selzentry/Celsentri and its pipeline assets with access to GSK's global HIV commercial organisation and HIV distribution network to better reach patients in need.
Equity interests
Upon completion of the transaction, GSK will hold an 85% equity interest in the new company and Pfizer will hold 15% reflecting the value of their currently marketed products. To reflect the potential future performance of their respective HIV pipeline products, GSK and Pfizer have agreed a structure for their equity interests to be adjusted in the event that specified sales and regulatory milestones are achieved.
If all milestones were to be achieved, GSK's equity interest in the new company would be 75.5% and Pfizer's would be 24.5%. In the event that the only milestones achieved are in respect of the pipeline assets originally contributed by GSK, GSK's equity interest in the new company would be 91% and Pfizer's would be 9%. In the event that the only milestones achieved are in respect of the products and pipeline assets originally contributed by Pfizer, GSK's equity interest in the new company would be 69.5% and Pfizer's would be 30.5%.
The dividend entitlements of GSK and Pfizer in respect of their respective equity interests also include provision for preferential dividend payments if specified sales thresholds are met in respect of the marketed products and pipeline assets that they each originally contributed to the new company.
Accounting
The new company will be fully consolidated in GSK's financial statements and Pfizer's share of the new company will be reflected as a minority interest. As part of the transaction GSK and Pfizer will exchange assets, and as a result GSK will be required to add Pfizer's marketed and pipeline assets into its accounts at fair value. Consequently, under accounting rules which apply to acquisitions completed prior to the end of 2009, this asset exchange will result in a one-off non-cash, pre-tax accounting gain for GSK on the closure of the transaction, which is expected during the fourth quarter of 2009. GSK will report this gain within other operating income.
Earnings and cashflows
Reflecting GSK's greater contribution of marketed products to the new company, and the pipeline investment required, the transaction is expected to result in marginal near-term earnings per share dilution for GSK of approximately 1 to 2% in 2010 and 1% in 2011. This dilution is expected to reverse as the new company's pipeline starts to generate sales. The transaction is expected to be neutral to Pfizer's earnings in 2009 and slightly accretive in 2010 and 2011.
The estimated dilution for GSK includes charges for amortisation of intangible assets related to Pfizer's current and future marketed products, includes the realisation of annual pre-tax cost savings of up to AGBP60 million by 2011 and excludes the one-off non-cash, pre-tax accounting gain referenced above. Synergies will be delivered through elimination of overlapping commercial infrastructure.
The transaction will have a small adverse impact on GSK's reported cashflow in 2010-2011 as a result of minority dividends paid, and is expected to be cashflow accretive by 2012.
The book value of the gross assets contributed to this transaction by GSK and Pfizer is approximately AGBP250 million. Based on 2008 pro-forma results, sales of the combined portfolio were approximately AGBP1.6 billion with operating profits of approximately AGBP870 million.
Conditions to transaction closing
The closing of the transaction and commencement of the new company's business is conditional upon certain matters including receiving certain regulatory and tax clearances, and no material adverse change occurring in respect of either GSK's or Pfizer's HIV business prior to closing. The transaction is expected to close in the fourth quarter of 2009. The companies will also conduct consultations with staff, works councils, trade unions and other employee representatives as appropriate and in accordance with applicable employment legislation.
www.hivfutures.com
For more information about this announcement, GSK and Pfizer have established a website www.hivfutures.com for all interested parties including physicians, patients, community stakeholders and investors.
Teleconferences
GSK will hold teleconferences for investors/analysts and the media later today to discuss the transaction.
Investor/analyst teleconference Media teleconference
8:30 ET 9:30 ET
Dial in details Dial in details UK free phone: 0800 011 3491 UK free phone: 0808 234 7616 International dial in: +44 (0)208 International dial in: +44 (0)207 438 2601 365 8426 US free phone: +1 866 804 8688 US free phone: +1 866 277 1182
Replay details of these teleconferences will be made available later today on http://www.hivfutures.com
About GlaxoSmithKline
GlaxoSmithKline, one of the world's leading research-based pharmaceutical and healthcare companies, is committed to improving the quality of human life by enabling people to do more, feel better and live longer. For further information please visit www.gsk.com
About Pfizer
Founded in 1849, Pfizer is the world's largest research-based pharmaceutical company taking new approaches to better health. We discover, develop, manufacture and deliver quality, safe and effective prescription medicines to treat and help prevent disease for both people and animals. We also partner with health care providers, governments and local communities around the world to expand access to our medicines and to provide better quality health care and health system support. At Pfizer, more than 80,000 colleagues in more than 90 countries work every day to help people stay happier and healthier longer and to reduce the human and economic burden of disease worldwide.
Apr 14, 2009 -- LEVEL Vision Electronics Ltd. (PINKSHEETS: LVLV) today announced the release of its EVA version Alpha 2.5 ahead of schedule.
The new release comes shortly after the initial alpha release to Level's test clients and the added features will enable the complete application to be put through the test and assure a seamless integration of the Beta and deployment application.
"We are working with several cell phone providers, banks, large fortune 500 companies and web-based businesses on the integration and market launch of EVA, which can bring immediate recognition to our company and product as well as many subscribers resulting in over $50 million in monthly revenue," said Mr. Habib Coriaty, President and CEO of Level Vision Electronics Ltd. "If we continue at this pace, the success of our company will be truly secured," further added Mr. Coriaty.
The EVA (Executive Virtual Assistant) is a revolutionary software platform enabling cell phone users with the ability to use voice commands to read and compose email, access to calendar, contacts and many more applications.
About LEVEL Vision Electronics
LEVEL Vision Electronics is an ODM / OEM (designer and manufacturer) of consumer electronics (mainly Wireless Handsets) primarily concentrating on the world's emerging markets. Through its Unique Business Model, LEVEL works hand-in-hand with the Telcos to customize the products to their specific targeted market requirements.
Apr 16, 2009 -- Patriot Energy Corporation (PINKSHEETS: PGYC) filed its initial disclosure documents through www.Pinksheets.com.
According to the company, the filing of the initial disclosure statement will enable the company to become fully compliant with the OTC Pinksheets market. The disclosure documents will be available for review by shareholders within the next 48 hours and include information on the stock purchase offer.
"All our positive activities have delayed some of our filings with Pinksheets and we are doing everything to keep up with our very important ongoing business activities as well as dealing with the transaction at hand." Said Mr. Tony Bisante, President of Patriot Energy Corp. "We continue to forge forward with our sales and distribution efforts as well as the immediate value creation derived from the sale of the company at a significant premium" further added Bisante.
About Patriot Energy Corporation
Patriot Energy Corp. is a management holding corporation, which owns a wholly owned subsidiary named TelTeck Solutions and owns a 99 year exclusive leased license agreement with Tectane Technologies Corporation for the Dual H2O Engine Oxygenator and New Tri-Brid Engine (Electric/Flex-Fuels/H2O) Technologies. Patriot Energy specializes in the development and marketing of energy efficient technologies with a focus on reducing America's dependence on Foreign Oil.
Apr 16, 2009 -- Sunrise Solar Corp. (OTCBB: SSLR) announced that it has signed a partnership agreement with The World Conference of Mayors (WCM) to deliver alternative energy products and projects to its members. The primary objective of the WCM is to stimulate positive and constructive relations between mayors internationally, based on interlocking interests and concerns. Through a network of international municipal associations, mayors and units of local governments, the World Conference of Mayors plans, designs and manages an international, intergovernmental communications system, promoting trust, trade, tourism, technology, treasury, training and twin city programs and services between mayors and cities of the world.
Sunrise Solar will provide services through an office at the world headquarters of the WCM. The Company will be responsible for the development of alternative energy programs and projects aimed at the needs of member municipalities.
"At Sunrise we expect to deliver solutions to mayors across America that will reduce dependence on foreign oil and reduce energy costs," noted Maurice Stone, President of Sunrise Solar Corp. "We are excited to join this dynamic group of public leaders in their quest to improve urban life in America."
"The WCM is delighted to be partnering with Sunrise Solar in our quest to bring green energy solutions to the problems facing all our member cities," stated the Honorable Johnny Ford Founder and Secretary General of The World Conference of Mayors. "This partnership represents a milestone in WCM's quest to provide energy efficient alternatives to cities across the world."
Other members of the Corporate Roundtable include Anheuser-Busch Companies (NYSE:BUD), Honeywell International (NYSE:HON) and Bellsouth (NYSE:T-16). Sunrise Solar is proud to join these community leaders in supporting the goals of the World Conference of Mayors.
About Sunrise Solar Corporation
Sunrise Solar Corporation intends to commercialize and distribute cutting edge alternative solar energy technologies and equipment. Sunrise also intends to capitalize on its institutional knowledge of emerging alternative energy technologies to develop comprehensive alternative energy plans. Sunrise Solar common stock is traded under the symbol SSLR.
Apr 16, 2009 -- Universal Detection Technology (OTCBB:UNDT), a developer of early-warning monitoring technologies to protect people from bioterrorism and other infectious health threats and provider of counter-terrorism consulting and training services, reported today that its BSM-2000, airborne bacterial spore monitor is capable of detecting the deadly superbug, Clostridium difficile (C. difficile). Reports indicate that C. difficile is responsible for 15,000 to 20,000 deaths per year.
Veterans Affairs hospitals have recognized the signs of C difficile, a contagious and potentially deadly bacterium. Although the illness is difficult to track, health officials estimate that in the United States the bacteria cause 350,000 infections each year in hospitals alone, with tens of thousands more occurring in nursing homes. While the majority of cases are found in health care settings, 20 percent or more may occur in the community. C. difficile is not a new illness, but it appears to be spreading at an alarming rate. The rate of C. difficile infection among hospital patients doubled from 2001 to 2005. The illness kills an estimated 15,000 to 20,000 people annually.
The Centers for Disease Control and Prevention has reported on several cases of pregnant and postpartum women who developed life-threatening C. difficile infections after being treated for minor infections. In some instances, a C. difficile infection can be treated only by emergency surgery to remove the patient's colon. Doctors say many patients report that they continue to suffer from regular bouts of diarrhea even after the infection is gone. About 20 percent of patients with the infection suffer a relapse, and C. difficile support groups have emerged on the Internet.
UNDT's BSM-2000 system bacterial spore monitor is an airborne monitor of bacterial spores that the Company has developed based on technology it licensed from NASA's JPL. "The BSM-2000's detection method for detecting anthrax can also be used for detecting C. difficile, which is also a spore forming bacteria," said Mr. Amir Ettehadieh, UNDT's Director of Research and Development. "The BSM-2000 can effectively and cheaply monitor an environment such has a hospital or nursing home for the presence of this superbug."
"The use of the BSM-2000 for detecting C. difficile opens up a tremendous market for UNDT," said Mr. Jacques Tizabi, UNDT's Chief Executive Officer. "Every hospital should be equipped with means of detecting this deadly and increasingly hypervirulent bacteria," he added.
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