Bothell, Washington
December 4, 2006
Eden Bioscience Corporation
(NASDAQ:EDEN) today announced that it has signed an asset
purchase agreement to sell the Company's harpin protein
technology and substantially all of the assets related to
its agricultural and horticultural markets to Plant Health
Care, Inc. (PHC), a subsidiary of
Plant Health Care,
plc (AIM: PHC). The Company will retain the exclusive
worldwide right to sell its harpin protein-based plant
health products in the home and garden market.
Under the terms of the
asset purchase agreement, PHC will purchase substantially
all of Eden Bioscience's assets and other rights relating to
the creation of plant health technology incorporating harpin
proteins and the manufacture of biopesticide, plant health
and nutrient products utilizing harpin protein technology.
The assets include the Company's core harpin protein
technology, including its license agreement with the Cornell
Research Foundation, the Company's manufacturing equipment
and all of the Company's inventory of products designated
for the agricultural and horticultural markets. PHC will
assume certain liabilities of the Company at closing,
including all of the Company's obligations under its office
and manufacturing facility lease and under the Cornell
license.
Eden Bioscience will retain
its cash, accounts receivable and assets relating to its
home and garden business, consisting primarily of its
inventory of harpin products designated for the home and
garden market. Pursuant to a license and supply agreement to
be entered into at closing, the Company will continue to
have the exclusive right to sell harpin products in the home
and garden market.
The purchase price for the
assets is $2.5 million, $1.5 million of which is payable in
cash at closing and $1.0 million of which will be in the
form of a promissory note payable on December 29, 2007. The
promissory note will have an interest rate of 5% per annum
and will be secured by a first priority security interest in
the equipment and certain intellectual property and other
assets acquired by PHC in the transaction. PHC's payment
obligations under the note also will be guaranteed by Plant
Health Care, plc. The purchase price may be subject to
potential adjustment after closing based on the recorded
value of the assets being sold. The closing of the proposed
sale, which currently is expected to occur in February 2007,
is subject to approval of the shareholders of Eden
Bioscience and other customary conditions of closing,
including obtaining third party consents.
Concurrently with the
execution of the asset purchase agreement, Eden Bioscience
and PHC entered into an independent distributor agreement
whereby PHC serves as the exclusive distributor of the
Company's harpin protein-based plant health products for all
channels of trade, other than the home and garden market, in
substantially all worldwide territories. The independent
distributor agreement became effective on December 1, 2006
and will terminate upon the closing of the proposed sale or,
if the sale is not consummated, on August 31, 2007. Eden
Bioscience intends to continue to sell and market its harpin
products in the home and garden market.
In connection with the
proposed transaction, Eden Bioscience today announced that
it will substantially reduce its administrative, marketing,
sales, manufacturing and development personnel by December
31, 2006. The work force reduction is expected to decrease
salaries and related expenses by approximately $1.4 million
on an annualized basis.
As part of the workforce
reduction, Dr. Rhett Atkins, Chief Executive Officer and
President of Eden Bioscience, will resign from those
positions on December 15, 2006. The board of directors has
named Bradley S. Powell, the Vice President of Finance and
the Chief Financial Officer of Eden Bioscience, to serve as
the President of the Company effective on the date of Dr.
Atkins' resignation. Dr. Atkins will continue to serve as a
director of the Company.
As previously reported, the
Company's financial results in 2006 have not supported its
ongoing business operations and, as a result, the Company's
management and board of directors have been reviewing
strategic alternatives, including the sale of all or a
portion of the Company's business. The proposed sale of
assets to PHC and the reduction in workforce are part of a
strategic plan unanimously approved by the board of
directors that is designed to significantly reduce Eden
Bioscience's future operating losses and liabilities,
generate cash for the Company's continuing home and garden
operations and preserve the potential future value of the
Company's remaining assets, primarily the Company's net
operating loss carryforwards. If the strategic restructuring
is successfully completed, Eden Bioscience plans to explore
opportunities to realize potential value from its home and
garden business and from the potential utilization of its
net operating loss carryforwards.
Important Information
Regarding Proposed Asset Sale
A special meeting of
shareholders of Eden Bioscience is being planned in February
2007 to seek required shareholder approval of the proposed
asset sale. Detailed information about the proposals to be
presented for shareholder approval will be contained in a
proxy statement and other documents to be filed with the
U.S. Securities and Exchange Commission (SEC) and mailed to
shareholders prior to the meeting. SHAREHOLDERS OF EDEN
BIOSCIENCE ARE ADVISED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The proxy statement will be available free of charge at
www.sec.gov. In addition,
investors and security holders may obtain free copies of the
proxy statement and other documents filed with the SEC when
they become available by contacting Eden Bioscience at the
address and telephone number below.
The Company, its board of
directors, executive officers and employees and certain
other persons may be deemed to participate in the
solicitation of proxies of Eden Bioscience shareholders to
approve the proposed asset sale. These individuals may have
interests in the transaction, including interests resulting
from their ownership of securities of Eden Bioscience.
Information concerning these individuals and their interests
in the transaction and their participation in the
solicitation will be contained in the proxy statement filed
with the SEC in connection with the transaction.
Eden Bioscience is a
plant technology company focused on developing,
manufacturing and marketing innovative, natural
protein-based products for agriculture. The Company believes
that its technology and products provide growers with new
tools to improve crop production and plant protection. The
Company's products are based on naturally occurring proteins
called "harpins," which activate a plant's intrinsic ability
to protect itself through growth and stress-defense
responses. These responses enhance overall plant health,
improve plant vigor and stamina, and result in improved crop
quality, yield, and/or shelf life. The Company's
headquarters are at 11816 North Creek Parkway N., Bothell,
WA 98021, 425-806-7300;
www.edenbio.com.