OccuLogix, SOLX enter definitive merger agreement

August 2, 2006

OccuLogix Inc., of Toronto, announced Aug. 1 that it has signed a definitive merger agreement to purchase SOLX Inc. pursuant its previously announced diversification plans focusing on age-related eye diseases.

OccuLogix Inc., of Toronto, announced Aug. 1 that it has signed a definitive merger agreement to purchase SOLX Inc. pursuant its previously announced diversification plans focusing on age-related eye diseases.

SOLX, of Boston, has developed the DeepLight Glaucoma Treatment system that includes the DeepLight 790 titanium sapphire laser and the DeepLight Gold Micro-Shunt (GMS), which can be used separately or together to provide patients with multiple options for IOP reduction.

The DeepLight 790 has been shown to provide deeper tissue penetration than other lasers currently used in trabeculoplasty without causing damage to the trabecular meshwork, according to the company. The DeepLight GMS is a 24-karat gold implant that uses the eye's natural pressure differential to reduce IOP without a bleb. CE approval has been granted to both devices; randomized, multicenter studies of both devices under way in the United States.

OccuLogix will purchase SOLX by way of a merger of SOLX and a newly incorporated, wholly owned subsidiary of OccuLogix, under terms of the agreement.

SOLX will receive a $240,000 bridge loan from OccuLogix. The transaction is expected to be complete within 31 days. Upon closing, OccuLogix will issue 8.4 million shares of its common stock and pay $7 million in cash. OccuLogix will make additional payments of $3 million and $5 million in cash on the first and second anniversaries of the closing, respectively.

OccuLogix will pay an additional $5 million if SOLX receives final FDA approval for the marketing and sale of the DeepLight GMS on or before Dec. 31, 2007.