OAK BROOK, Ill., May 4, 2005 (PRIMEZONE) -- Cipher Holding Corp. (OTCBB:CIHR) announced today that it has successfully acquired a secured convertible debt position in Positron Corporation (OTCBB:POSC). Positron is a US-based, publicly traded manufacturer of Positron Emission Tomography (PET) scanners from IMAGIN Diagnostics Centres, Inc., a Canadian Corporation. As a result of this acquisition, Cipher Holding has issued 30 million common shares from its treasury. Cipher holds a Convertible Debt position that converts into an excess of 50% ownership of Positron Corporation and may be deemed a control holder of Positron when conversion of the debt position into Positron common shares occurs.
Cipher will immediately begin proceedings whereby it will change its name to IMAGIN Molecular Corporation and issue a stock dividend of Cipher Multimedia Inc., a wholly owned holding of Cipher Holding Corp. to its shareholders of record. Terms of the stock dividend are to be determined in the future.
The new IMAGIN strategy is to become a leading investor and developer of PET Molecular Imaging businesses. Cipher Holding will pursue development opportunities, strategic investments and acquire significant or majority owned positions in companies dedicated to PET scanning for the diagnosis of cancer, heart disease and neurological diseases.
Cipher's new name (IMAGIN Molecular Corporation) reflects the intention of IMAGIN to become a worldwide leader in the delivery of the benefits of PET technology to cancer, cardiac and neurology patients and their doctors, all of whom have a desire to scan the body at a molecular level in order to most effectively treat the world's most prevalent diseases. IMAGIN will work closely with IMAGIN Diagnostics of Canada to expand on its ability to finance and develop PET and PET-related products and businesses throughout North American and International markets.
Corey Conn, President of Cipher stated, "We are happy to announce the closing of our transaction with IMAGIN of Canada and the spin off of our Multimedia holding. We have created two companies that each are in the early stages of tremendous growth potential in their respective industries. The separation allows the medical imaging company to focus on acquisitions and business development of PET and PET-related businesses worldwide while the multimedia technology and marketing company can completely focus on it business of mass marketing and distributing digital content to the marketplace in a new and innovating way."
About Cipher Holding Corporation:
Cipher Holding will change its name to IMAGIN Molecular Corporation to better reflect the Company's strategy and focus dedicated to business opportunities in PET manufacturing and the diagnosis of cancer, heart disease and neurological diseases. With the acquisition of the Positron convertible notes, IMAGIN Molecular Corporation has positioned the Company to be a factor in PET and ancillary molecular imaging businesses. Cipher Holding is also the Parent of Cipher Multimedia a new Media Marketing and Distribution Solution Company that provides a Distribution Solution for publishers of digital content. Cipher Multimedia will develop marketing campaigns that will assist IMAGIN, Positron and other companies market their products and will continue to provide publishers a distribution solution for digital content.
About Positron Corporation:
Positron Corporation is primarily engaged in designing, manufacturing, marketing and supporting advanced medical imaging devices utilizing positron emission tomography (PET) technology under the trade name POSICAM Systems. POSICAM Systems incorporate patented and proprietary technology for the diagnosis and treatment of patients in the areas of oncology, cardiology and neurology. POSICAM systems are used at leading medical facilities, including the University of Texas -- Houston Health Science Center; Hadassah Hebrew University Hospital in Jerusalem, Israel; The Coronary Disease Reversal Center in Buffalo, New York; Emory Crawford Long Hospital Carlyle Fraser Heart Center in Atlanta; and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.
About IMAGIN Diagnostics:
IMAGIN Diagnostic Centres, Inc. is a developmental stage company dedicated to being the leader in bringing PET ("Positron Emission Tomography") and PET/CT ("Computed Tomography") technology to Canada. IMAGIN Diagnostics is affiliated with Canadian companies, which operate PET scan facilities in Vancouver and Mississauga as well as early stage developmental PET center initiatives in other Canadian cities. IMAGIN Diagnostics will continue to develop its initiatives in PET scan centres and businesses across Canada targeting diagnosis and staging for cancer. Additionally, the Company plans to roll-out Cardiac PET scan centers in the United States and Canada to take advantage of Positron's unique technology for PET scanning of the heart. IMAGIN is located in Toronto, Ontario.