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PRESS RELEASE
BurnsAdler Advises SJ Strategic
Investments LLC in Private Placement of Over 4 Million Common
Shares of Stellar International, Inc.
Charlotte,
North Carolina, Bristol, Tennessee and London, Ontario, Canada
– (February 20, 2004) –
SJ
Strategic Investments LLC (“SJ”) announced today the purchase
of over 4 million shares of Stellar International, Inc.
(Stellar). BurnsAdler served as an advisor to SJ for the
investment in Stellar,
a Canadian pharmaceutical developer and marketer of high
quality, cost-effective products for select health care
markets. As a result of this transaction, Stellar has agreed
to issue 4,088,794 common shares to SJ for U.S.$ 0.74 per
common share, which represents 19.9% of the issued and
outstanding Stellar common shares, on a non-diluted basis
(including the Stellar common shares issued in the private
placement). The aggregate proceeds of the private placement
are U.S. $3,025,708. The Stellar common shares issued in the
private placement are subject to a four-month hold period.
SJ is
owned and managed by the founder and former Chairman and CEO
of King Pharmaceuticals, John Gregory. Peter Riehl, Stellar
International Inc. President and CEO stated, “We are
especially pleased that SJ Strategic Investments has invested
in our company. Their knowledge of the world-wide
pharmaceutical market will be extremely helpful. The funds
received will allow us to aggressively pursue our strategic
goals as we expand our business activities in Canada and
abroad.”
Mr.
Gregory added, "I am very pleased to renew our association
with the management team at BurnsAdler as they played an
instrumental role in sourcing and developing this
transaction. We look forward to more opportunities to work
with them to expand our investment opportunities and generate
additional international business within our portfolio."
In
connection with the completion of the offering, SJ also
obtained a right to subscribe for additional Stellar common
shares in the future from time to time in order to maintain
its percentage equity ownership interest in Stellar, subject
to adjustment in certain circumstances, and subject to
regulatory approval. SJ has also been granted the right by
Stellar to participate as a selling shareholder in future
offerings of common shares. In addition, Peter Riehl, Samuel
Hahn (each of whom are directors of Stellar) and each of their
spouses have entered into agreements with SJ pursuant to which
they have granted rights of first refusal to SJ in respect of
the sale of securities in Stellar owned by them.
The
Stellar common shares were acquired by SJ for investment
purposes only, and not with the purpose of influencing control
or direction over Stellar. SJ may acquire further Stellar
common shares, or dispose of its holdings of Stellar common
shares, as investment conditions warrant. The Stellar common
shares purchased by SJ in the private placement are all of the
securities of Stellar that SJ owns, or exercises control or
direction over.
BurnsAdler is a specialty pharmaceutical
company that in-licenses and promotes products in Europe,
South America, Latin America, Canada and the Caribbean. The
company also works with select U.S. and foreign corporations
on product commercialization in the United States.
BurnsAdler’s portfolio currently includes products in the
following fields: cardiovascular, orthopedic, anti-epileptic
and hospital.
Stellar
International has developed and is marketing three products in
Canada based on its core polysaccharide technology: NeoVisc®,
for the treatment of osteoarthritis, Uracyst®-S and
the Uracyst® Test Kit, Stellar's patented
technology for the diagnosis and treatment of Interstitial
Cystitis (IC), an inflammatory disease of the urinary bladder
wall. Stellar also has in-licensing agreements for Skelite(™)
a proprietary synthetic bone-grafting product and NMP22®
BladderChek(™), a proteomics-based diagnostic test for the
diagnosis and monitoring of bladder cancer which are expected
to positively impact sales in 2004.
This
press release contains forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Actual results may differ
materially from those indicated by these forward-looking
statements as a result of risks and uncertainties impacting
the Company's business including increased competition; the
ability of the Company to expand its operations, to attract
and retain qualified professionals, technological
obsolescence; general economic conditions; and other risks
detailed time to time in the Company's filings.
For
additional information about this news release contact Molly
Whitehurst at +1.704.770.0994 Ext. 224. Find additional
information about BurnsAdler at
www.burnsadler.com.
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BurnsAdler provides cost effective international product distribution and promotion for select emerging pharmaceutical companies.
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