Sunday, November 6, 2011, 2:30pm IST

BioCancell To Embark on Corporate Restructuring as Israeli Corporation

Jerusalem, Israel -- Biopharmaceutics company BioCancell Therapeutics, Inc. (TASE:BICL), a cancer treatment research & development company, announced that it would attempt to proceed with a corporate restructuring, intended primarily to ease fundraising and simplify BioCancell's public disclosure obligations.

BioCancell was incorporated in Delaware and its securities are traded on the Tel Aviv Stock Exchange alone. As a result, BioCancell currently reports both to the Israel Securities Authority and to the Securities and Exchange Commission, which makes both management and fundraising unduly difficult.

As a result, BioCancell's board of directors has instructed its management to attempt a restructuring via reverse merger, the result of which will be that all securityholders of BioCancell would receive securities of a new company registered in Israel in return for their securities of BioCancell. The securities of the Israeli firm are to bear the same terms and conditions as those of BioCancell. At the end of the process, the Israeli firm will hold 100% of the equity of BioCancell, and its securities will be traded on the TASE.

The proposed restructuring does not include any change in BioCancell's activities or in the proportion of holdings of any securityholder, but is rather a technical step intended to solve the aforementioned difficulties.

Such restructuring is not certain at this time, and is subject to continued feasibility considerations and final approval by the board of directors, following which it will be subject to additional approvals, including regulatory approvals in Israel and the U.S., disclosures in Israel and the U.S. and approval of BioCancell's stockholders. There is thus no certainty that the corporate restructuring will be completed.

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About BioCancell

BioCancell is a biopharmaceuticals company that specializes in the development of Targeted Cancer Therapies for the treatment of numerous types of cancer. The Company's technology offers a safe and long-term treatment of cancer, with no adverse effects.

BioCancell was co-founded in 2004 by Professor Avraham Hochberg, Professor of Molecular Biology at the Hebrew University of Jerusalem, based on technology developed by him over the past 20 years.

The drug candidates developed by the Company are targeted and their goal is to selectively destroy the cancer cells without affecting healthy cells (‘Targeted Cancer Therapy'). The approach is based on the identification of target genes, such as H19, that are expressed only in cancerous tumors, and not in healthy cells, and on the use of those genes for the activation of a toxin inside the cancerous cells only, thus destroying them without harming healthy cells. BioCancell's leading drug candidate, BC-819, is now in Phase IIb clinical trials for the treatment of bladder and pancreatic cancer, and a Phase I/IIa trial for the treatment of ovarian cancer.

For more information, please visit http://www.biocancell.com.

This press release contains "forward-looking" statements, including statements with respect to the further development and potential safety and efficacy of BC-819 and BioCancell's development strategy. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. There are a number of important factors that could cause the results of BioCancell to differ materially from those indicated by these forward-looking statements, including, among others, the risk that the U.S. Food and Drug Administration may require changes to the protocols and informed consents for clinical trials of BC-819, which changes may have a material adverse effect on the timing of, and BioCancell's ability to conduct, those clinical trials, risks related to the clinical advancement of its BC-819 plasmid, including, but not limited, to the risk that clinical trials for this product candidate may not demonstrate safety and efficacy sufficient to obtain the requisite regulatory approvals or to result in a marketable product and risks related to the potential for others to develop products containing or based on BC-819. BioCancell does not undertake any obligation to update forward-looking statements.