SuperGen, Inc. (NASDAQ:SUPG), a U.S.-based pharmaceutical
company dedicated to the discovery and development of novel cancer
therapies, and Astex Therapeutics Limited, a privately held,
U.K.-based biotechnology company developing targeted therapies for
oncology and virology, jointly announce today that they have
entered into a definitive agreement to merge the two companies,
subject to customary closing conditions, including regulatory and
shareholder approvals.
The combined entity, to be named Astex Pharmaceuticals, Inc., is
expected to create a global leader in innovative oncology drug
discovery, development and commercialization with $120 million in
cash and cash equivalents forecasted post deal closure. The company
plans to leverage a revenue stream from its product Dacogen®,
marketed in North America by Eisai and in the rest of the world by
Johnson & Johnson. The combined company’s clinical pipeline
will include seven drugs in development – four of which are
currently in or entering into Phase II clinical trials and three of
which are currently partnered with large pharmaceutical
companies.
The combined company, which is expected to be listed on NASDAQ
under the symbol ASTX, expects to have:
- Top-tier partnerships including current
partnerships with GlaxoSmithKline, Eisai, Johnson & Johnson,
Novartis and AstraZeneca
- Nearly $2 billion in potential future
milestone revenues, plus royalties
- An industry leading drug discovery
platform to sustain future value creation
- Integrated operations based in two of
the world’s leading biotech clusters, in the United States and the
United Kingdom.
Pursuant to the terms of the agreements, SuperGen plans to
purchase Astex Therapeutics Limited, paying Astex shareholders $25
million in cash, plus shares in SuperGen common stock representing
35 percent of the total post closing shares outstanding.
Subsequently, SuperGen plans to pay deferred consideration in the
amount of $30 million, to be paid in stock or cash at the
discretion of the combined entity, over a period of 30 months. The
combined entity will assume all outstanding incentive stock options
of Astex Therapeutics Limited. Completion of the transaction will
be subject to approval by the shareholders of each company,
customary closing conditions, and U.S. and U.K. regulatory review
and clearance. The proposed transaction is expected to close in
July 2011.
Under the new management structure, James S.J. Manuso, chairman,
president and chief executive officer of SuperGen Inc., would
become chairman and chief executive officer of Astex
Pharmaceuticals, Inc., and Harren Jhoti, chief executive officer of
Astex Therapeutics Limited, would become president and a member of
the Board of Directors of the combined entity. The Board of
Directors of the combined entity would also include Peter Fellner
as vice chairman, Walter Lack, Charles Casamento, Thomas Girardi,
Allan Goldberg, Tim Haines and Ismail Kola.
“We believe the combination of SuperGen and Astex accelerates
SuperGen’s business model and brings together the people,
partnerships, clinical assets, discovery platforms, infrastructures
and capital resources to generate significant shareholder value in
the years ahead,” said SuperGen’s Manuso. “The outstanding pipeline
and highly regarded drug discovery platform of Astex, coupled with
the product candidates, development expertise and capital resources
of SuperGen, are expected to give rise to a powerful new entity
capable of delivering valuable cancer therapies targeting critical
medical needs.”
“We believe this merger creates a world class oncology company
with a rare profile,” said Astex’s Jhoti. “Astex Pharmaceuticals,
Inc. will emerge with an industry leading drug discovery platform
that we believe will continue to generate a vibrant and growing
R&D pipeline, backed by an established revenue stream and a
strong capital foundation. We are very pleased about the synergies
of purpose and talents that Astex and SuperGen are bringing
together to create what we expect to be one of the world’s foremost
oncology discovery and development companies.”
Management from SuperGen and Astex will host a conference call
to discuss the proposed merger tomorrow, April 7th at 8:00 am EST /
1:00 pm BST. A live webcast of the conference call and presentation
materials are accessible on a new website
http://www.astex-supergen.com, or in the investor relations section
of the SuperGen or Astex Therapeutics websites at
http://www.supergen.com and http://www.astex-therapeutics.com. A
webcast replay of the conference call will be available for 90
days.
On April 12th SuperGen and Astex will discuss in depth their
respective pipelines and discovery operations at a joint Investor
and Analyst Day in New York. Information about the live and
archived webcast of these presentations will be available through
the above mentioned websites.
About SuperGen
SuperGen is a pharmaceutical company dedicated to the discovery
and development of novel cancer therapeutics in epigenetic and cell
signaling modulation. SuperGen develops products through
biochemical and clinical proof of concept to partner for further
development and commercialization.
In addition to internal discovery programs, SuperGen has two
drugs advancing in the clinic and a discovery collaboration with
GlaxoSmithKline focused on epigenetic targets.
For more information about SuperGen, please visit
http://www.supergen.com.
About Astex Therapeutics
Astex is a UK-based biotechnology company that discovers and
develops novel small molecule therapeutics. Using its pioneering
fragment-based drug discovery platform, Pyramid™, Astex has built a
pipeline of molecularly-targeted oncology drugs, of which three are
currently being tested in clinical trials with others in discovery
and pre-clinical development.
In addition to its proprietary research programs, Astex’s
productivity in lead discovery has been endorsed through numerous
partnerships with major pharmaceutical companies, including
AstraZeneca, GlaxoSmithKline, Johnson & Johnson and
Novartis.
For further information on Astex, please visit the company’s
website at www.astex-therapeutics.com.
Note on Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including but
not limited to, statements regarding the combined entity’s cash
projections, ability to meet drug development milestones, have
successful research and development capabilities, maintain strong
partnerships with large pharmaceutical companies, maintain revenue
streams from Dacogen, successfully integrate the development,
research and financial operations of two organizations in two
overseas locations, and the expected closing of the proposed
Transaction. These forward-looking statements involve certain risks
and uncertainties that could cause actual results to differ
materially from those indicated in such forward-looking statements,
including, but not limited to, the ability of the parties to
consummate the proposed Transaction, satisfaction of closing
conditions precedent to the consummation of the proposed
Transaction, and such other risks as identified in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2010, and the Company’s most recent Quarterly Reports on Form 10-Q,
each as filed with the SEC, which contain and identify important
factors that could cause the actual results to differ materially
from those contained in the forward-looking statements. The Company
assumes no obligation to update any forward-looking statement
contained in this press release.
Important Additional Information
SuperGen is not asking for your vote or soliciting a proxy in
connection with the transaction at this time. This press release is
for informational purposes only and does not constitute an offer to
sell, or the solicitation of an offer to purchase, shares of common
stock of SuperGen. This press release is not a substitute for the
proxy statement that SuperGen will file with the Securities and
Exchange Commission in connection with the transaction. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
TRANSACTION, INVESTORS AND STOCKHOLDERS OF SUPERGEN ARE URGED
TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION. The final proxy statement will
be mailed to SuperGen stockholders. The proxy statement and other
relevant materials (when they become available), and any other
documents filed by SuperGen with the SEC, may be obtained free of
charge at the SEC’s website at www.sec.gov; by contacting
SuperGen’s Investor Relations Department by phone at (925) 560-0100
or by mail at 4140 Dublin Blvd., Suite 200, Dublin, CA 94568
USA.
Participants in the Solicitation
SuperGen and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding SuperGen’s directors and executive officers is available
in SuperGen proxy statement for its 2010 annual meeting of
stockholders and Annual Report on Form 10-K for the year ended
December 31, 2010, which were filed with the SEC on April 30,
2010 and March 9, 2011, respectively. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC when they become
available.
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