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NZ Corporation and Lipid Sciences, Inc. Shareholders Approve Merger
PHOENIX, November 29, 2001--
NZ Corporation (AMEX:NZ) and Lipid Sciences, Inc. today announced
the closing of the previously announced merger of the two companies.
The combined company will now be known as Lipid Sciences, Inc. Lipid
Sciences has been approved for trading on Nasdaq NMS and will begin
trading Friday, November 30, 2001 under the symbol LIPD, and will
cease trading under the symbol NZ on the American Stock Exchange as of
Thursday, November 29, 2001.
NZ Stockholders' Potential Right to Receive Additional Shares
Each NZ stockholder as of the day immediately prior to the
effective date of the merger may qualify to receive additional shares
of Lipid Sciences common stock. To qualify to receive additional
shares, an NZ stockholder must, within 60 days following the effective
time of the merger, take action to become the direct registered owner
of his, her or its shares of surviving corporation common stock.
"Street name" holders will not be eligible to receive the right to
purchase additional shares.
As soon as practicable following the 60th day following the
merger, Lipid will issue to each NZ stockholder who has perfected the
right to receive additional shares, certificates evidencing one right
for each share of NZ common stock held by that stockholder. The rights
will not be transferable or assignable, and the registered holder of
such rights will forfeit the number of rights equal to the number of
shares of NZ common stock sold or otherwise transferred by such holder
during the two-year holding period after the merger. Any right that is
forfeited as a result of a transfer of the stock relating to that
right during the holding period will be worthless.
Additional shares of Lipid common stock issued to rights holders
will be issued following the holding period, if, during the holding
period, (i) the average closing price per share of surviving
corporation common stock over any 20 consecutive trading days does not
equal or exceed $12.00 per share, or (ii) the total volume of the
shares of surviving corporation common stock during such 20-day period
does not equal or exceed 1,500,000 shares.
Additional information concerning the rights is available in the
Prospectus/Proxy Statement relating to the Merger filed with the SEC
on November 9, 2001, or from the Company, upon request.
Lipid Sciences is a medical technology company with patented
technology that has shown the ability to reverse atherosclerosis in
animals. The technology has also shown the ability to inactivate
certain lipid-enveloped viruses. Lipid-enveloped viruses that may be
treatable by the technology include HIV, and Hepatitis B and C. Lipid
Sciences expects to begin clinical safety trials in humans during the
first quarter of 2002.
NZ is a real estate investor and owner, and short-term commercial
real estate lender. Through its wholly owned subsidiary, Bridge
Financial Corporation, NZ acts as a direct lender in providing time
sensitive, short-term real estate loans in the southwestern states and
California. As explained in previous press releases, NZ has been
actively evaluating its assets as part of its corporate strategy to
explore other opportunities.
This press release contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations, forecasts and
assumptions that are subject to risks and uncertainties that could
cause actual outcomes and results to differ materially from these
statements. A further list and description of risks, uncertainties and
other factors can be found in NZ's filings with the Securities and
Exchange Commission, including the most recently filed Form 10-K and
Form S-4. Copies of the Form 10-K or Form S-4 are available on request
from NZ. The companies disclaim any intention or obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
NZ has filed a definitive joint proxy statement/prospectus on Form
S-4 on November 9, 2001, and other documents regarding the merger
described in this press release with the Securities and Exchange
Commission. Investors and security holders are urged to read the
definitive joint proxy statement/prospectus for additional information
regarding the rights described above. The foregoing summary is
qualified in its entirety by the description of the rights in the
definitive joint proxy statement/prospectus. Security holders may
obtain a free copy of the definitive joint proxy statement/prospectus
and other documents filed by NZ with the SEC at the SEC's web site at
www.sec.gov or from NZ by contacting NZ Corporation, Attn: Corporate
Secretary, 333 N. 44th Street, Suite 420, Phoenix, Arizona, 85008 or
from Lipid by contacting Lipid Sciences, Inc., Attn: Corporate
Secretary, 7068 Koll Center Parkway, Suite 401, Pleasanton,
California, 94566.
NZ Corporation and Lipid Sciences, Inc. Set November 29 for Shareholders Meetings
PHOENIX, November 9, 2001 -- NZ Corporation (AMEX:NZ) and Lipid
Sciences, Inc. today announce that the Registration Statement on Form S-4
regarding the proposed merger between the companies has been declared
effective by the Securities and Exchange Commission. NZ Corporation announces
that its shareholder meeting regarding the proposed merger is scheduled to be
held at The Wyndham Buttes Resort, 2000 Westcourt Way in Tempe, AZ on
Thursday, November 29th at 9:30 am. Lipid Sciences, Inc. announces its
shareholders meeting to approve the merger will be held on the 29th of
November at 8:30 am at the same location.
Shareholders of record as of September 20th for NZ Corporation and as of
October 9th for Lipid Sciences, Inc. are entitled to vote at this meeting.
Proxy materials will be mailed shortly to those shareholders.
In connection with the proposed merger, shareholders of record of NZ
Corporation as of November 28th may qualify to receive rights that may entitle
them to additional shares. NZ Corporation shareholders are encouraged to read
detailed information in the Definitive Joint Proxy Statement/Prospectus
regarding the terms of these rights.
Lipid Sciences is a medical technology company with patented technology
that has shown the ability to reverse atherosclerosis in animals. The
technology has also shown the ability to inactivate lipid enveloped viruses.
Lipid-enveloped viruses that may be treatable by the technology include HIV,
and Hepatitis B and C. Lipid Sciences expects to begin clinical safety trials
in humans during the first quarter of 2002.
NZ is a real estate investor and owner, and short-term commercial real
estate lender. Through its wholly owned subsidiary, Bridge Financial
Corporation, NZ acts as a direct lender in providing time sensitive, short-
term real estate loans in the southwestern states and California. As
explained in previous press releases NZ has been actively evaluating its
assets as part of its corporate strategy to explore other opportunities.
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. These statements are based
on current expectations, forecasts and assumptions that are subject to risks
and uncertainties which could cause actual outcomes and results to differ
materially from these statements. A further list and description of risks,
uncertainties and other factors can be found in NZ's filings with the
Securities and Exchange Commission, including the most recently filed Form 10K
and Form S-4. Copies of the Form 10K or Form S-4 are available on request
from NZ. The companies disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
NZ will file a definitive joint proxy statement/prospectus on Form S-4 on
November 9, 2001, and other documents regarding the proposed merger described
in this press release with the Securities and Exchange Commission. Investors
and security holders are urged to read the definitive joint proxy
statement/prospectus because it contains important information about NZ and
Lipid Sciences, and the proposed merger. A definitive joint proxy
statement/prospectus will be mailed to security holders of NZ and Lipid
Sciences seeking their approval of the proposed merger. Investors and
security holders may obtain a free copy of the definitive joint proxy
statement/prospectus and other documents filed by NZ with the SEC at the SEC's
web site at http://www.sec.gov or from NZ by contacting NZ Corporation, Attn:
Corporate Secretary, 333 N. 44th Street, Suite 420, Phoenix, Arizona, 85008 or
from Lipid by contacting Lipid Sciences, Inc., Attn: Corporate Secretary,
7068 Koll Center Parkway, Suite 401, Pleasanton, California, 94566.
NZ and Lipid Sciences, and their respective directors and executive
officers, as well as MDB Capital Group LLC may be deemed to be participants in
the solicitation of proxies in favor of the proposed merger and related
matters. Information concerning the directors and executive officers of NZ,
Lipid Sciences, and MDB Capital Group, LLC, and their respective beneficial
interests may be found in the definitive joint proxy statement/prospectus
filed with the SEC by NZ on November 9, 2001.
Announces Posting of Lipid Sciences Web Site PLEASANTON, Calif.--August 27, 2001--Lipid Sciences, Inc. today announced that its corporate Web site has been posted to the Internet for review at www.lipidsciences.com. As previously announced on July 10, 2001, NZ Corporation (AMEX:NZ) and Lipid Sciences, Inc. have executed a definitive merger agreement. Lipid Sciences is a medical technology company with patented technology that has shown the ability to reverse atherosclerosis in animals. The technology has also shown the ability to inactivate lipid-enveloped viruses. Lipid-enveloped viruses that may be treatable by the technology include HIV, and Hepatitis B and C. Lipid Sciences expects to begin clinical trials testing the reversal of atherosclerosis in humans before the end of 2001. NZ is a real estate investor and owner, and short-term commercial real estate lender. Through its wholly owned subsidiary Bridge Financial Corporation, NZ acts as a direct lender in providing time sensitive, short-term real estate loans in the Southwestern states and in California. As explained in previous press releases, NZ has been actively evaluating its assets as part of its corporate strategy to explore other opportunities. This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts and assumptions that are subject to risks and uncertainties that could cause actual outcomes and results to differ materially from these statements. A further list and description of risks, uncertainties and other factors can be found in NZ's filings with the Securities and Exchange Commission, including the most recently filed Form 10-K and Form S-4. Copies of the Form 10-K or Form S-4 are available on request from NZ. The companies disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. NZ filed a preliminary proxy statement/prospectus on Form S-4 on August 7, 2001, and other documents regarding the proposed merger described in this press release with the Securities and Exchange Commission. Investors and security holders are urged to read the preliminary proxy statement/prospectus because it contains important information about NZ and Lipid Sciences, and the proposed merger. A definitive proxy statement/prospectus will be sent to security holders of NZ and Lipid Sciences seeking their approval of the proposed merger. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by NZ with the SEC at the SEC's Web site at www.sec.gov or from NZ by contacting NZ Corporation, Attn: Corporate Secretary, 333 N. 44th Street, Suite 420, Phoenix, Arizona, 85008, or from Lipid by contacting Lipid Sciences, Inc., Attn: Corporate Secretary, 7068 Koll Center Parkway, Suite 401, Pleasanton, California, 94566. NZ and Lipid Sciences, and their respective directors and executive officers, as well as MDB Capital Group LLC may be deemed to be participants in the solicitation of proxies in favor of the proposed merger and related matters. Information concerning the directors and executive officers of NZ, Lipid Sciences and MDB Capital Group, LLC, and their respective beneficial interests may be found in the preliminary joint proxy statement/prospectus filed with the SEC by NZ on August 7, 2001.
Announces Merger Agreement With Lipid Sciences, Inc PHOENIX, July 10, 2001 -- NZ Corporation (AMEX:NZ) today announced a definitive merger agreement with Lipid Sciences, Inc., a privately held medical technology company headquartered in Pleasanton, California. Under the terms of the merger agreement NZ will issue approximately 15,935,000 common shares to the stockholders of Lipid Sciences, and change its name to Lipid Sciences, Inc. NZ shareholders at the time of the merger will receive a right that under certain circumstances entitles NZ shareholders to additional shares if the stock during the two years post merger does not trade at or above $12 per share over any period of 20 consecutive trading days, and the volume of shares traded during that 20-day period does not equal or exceed 1,500,000 shares. Lipid Sciences is a medical technology company with patented technology that has shown the ability to reverse atherosclerosis in animals. The technology has also shown the ability to inactivate lipid enveloped viruses, such as HIV, and Hepatitis B and C. Lipid Sciences expects to begin clinical trials testing the reversal of atherosclerosis in humans before year end. The clinical trials will be conducted in Australia. NZ is a real estate investor and owner, and short-term commercial real estate lender. Through its wholly owned subsidiary, Bridge Financial Corporation, NZ acts as a direct lender in providing time sensitive, short-term real estate loans in the southwestern states and California. As explained in previous press releases NZ has been actively evaluating its assets as part of its corporate strategy to explore other opportunities. Randy Stolworthy, President and Chief Executive Officer of NZ Corporation commented, "After significant deliberation by the Management and Board of NZ, we are confident that this merger achieves our corporate objective of realizing the value of the underlying assets of NZ and maximizing shareholder value. Lipid Sciences has exciting technology with significant scientific validation and acceptance and an experienced and impressive management team to carry out its business strategy. In addition, the shareholders of NZ will receive a right that may be very valuable over the next two years." Christopher A. Marlett, Chairman of Lipid Sciences, Inc. commented, "The merger will provide Lipid Sciences with a public company platform and cash which will be utilized to fund the business operations and development of our products. We look forward to communicating our exciting technology and business prospects to the market and to our fellow NZ shareholders as this transaction comes to its conclusion." The Board of Directors of Lipid Sciences and the Special Committee of the NZ Board of Directors have unanimously approved the transaction, which is expected to be tax-free to the shareholders of both companies. The merger is subject to the approval of NZ and Lipid Sciences shareholders, and other customary closing conditions. In connection with the merger, Lipid Sciences required NZ's largest shareholder to sell Lipid Sciences approximately 1.5 million shares of NZ stock and grant Lipid Sciences a voting proxy to vote all of the shareholder's stock, which represents approximately 43% of the outstanding stock of NZ, in favor of the merger. Shareholders are instructed to review the filings which will be made with the Securities and Exchange Commission over the next few weeks for further details of the merger. This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts and assumptions that are subject to risks and uncertainties which could cause actual outcomes and results to differ materially from these statements. A further list and description of risks, uncertainties and other factors can be found in NZ's filings with the Securities and Exchange Commission, including the most recently filed Form 10K. Copies of this Form 10K are available on request from the NZ. The companies disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. NZ will file a proxy statement/prospectus and other documents regarding the proposed merger described in this press release with the Securities and Exchange Commission. Investors and security holders are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information about NZ and Lipid Sciences, and the proposed transaction. A definitive proxy statement/prospectus will be sent to security holders of NZ and Lipid Sciences seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus (when available) and other documents filed by NZ with the SEC at the SEC's web site at http://www.sec.gov.
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