Valentis, Inc. (VLTS) to Merge with Urigen N.A.

October 5, 2006 4:23 PM EDT

Valentis, Inc. (Nasdaq: VLTS) and Urigen N.A., Inc., a privately-held specialty pharmaceutical company focused on the development and commercialization of innovative products for urology indications, announced the signing of a definitive merger agreement.

Pursuant to the merger agreement, at the closing of the merger, Urigen will become a wholly-owned subsidiary of Valentis and each Urigen stockholder will receive, in exchange for each share of Urigen common stock held by such stockholder immediately prior to the merger, a number of shares of Valentis common stock equal to two times the quotient obtained by dividing the number of fully diluted shares of Valentis common stock issued and outstanding immediately prior to the closing of the merger by the number of fully diluted shares of Urigen common stock issued and outstanding immediately prior to closing of the merger (excluding in all cases Urigen dissenting shares), subject to cash payment in lieu of the issuance of fractional shares. As a result, Valentis anticipates that it will experience a change in control because Urigen stockholders will own approximately two-thirds of the outstanding common stock of Valentis immediately after the merger, on a fully diluted basis.

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