VANCOUVER (Dow Jones)--Inflazyme Pharmaceuticals Ltd. and GlycoDesign Inc. have entered into a definitive agreement for Inflazyme to acquire GlycoDesign.
In a press release, Inflazyme said it will issue 22 million shares to acquire all outstanding GlycoDesign shares in a transaction valued at about C$12.8 million. It said the acquisition will expand its franchise in inflammation and strengthen its product pipeline. The acquisition is subject to approval by GlycoDesign shareholders and regulatory authorities.
Inflazyme will issue 1.8424 common shares for each GlycoDesign share held. Following completion of the transaction, which is expected in June, GlycoDesign shareholders will hold about 27.6% of Inflazyme.
It said the offer values GlycoDesign at C$1.07 a share, which represents a premium of 174% over the 10-day average closing price for GlycoDesign.
According to the TSX Web site, Inflazyme had 57.55 million shares outstanding as of Tuesday.
Inflazyme said its product pipeline will be further expanded by the addition of GlycoDesign's GH9001, a novel anti-thrombotic (anti-blood clotting) therapy, being developed in collaboration with Leo Pharma of Denmark, and currently in Phase I clinical trials. GlycoDesign has further novel anti-thrombotic technology in ATH, a pharmacological coating for blood-contact materials, currently completing pre-clinical studies.
The acquisition may provide Inflazyme with increased partnering opportunities through a combination of both companies' technologies.
Inflazyme said its financial position will be strengthened, giving it the flexibility to extend its cash through to the end of 2005.
Inflazyme board and management team will continue to manage the combined business. One representative chosen by the GlycoDesign board will be invited to join the Inflazyme board.
As at Jan. 31, GlycoDesign had working capital of about C$17.7 million, which included cash and short-term investments of C$18.8 million. At Dec. 31, Inflazyme had working capital of about C$20.4 million, which included about C$22 million in cash and short-term investments.
The proposed acquisition has been approved by the boards of both companies. Holders of about 34.5% of GlycoDesign's common shares have agreed to vote in favor of the acquisition. The GlycoDesign board has received a fairness opinion from National Bank Financial stating that the exchange ratio is fair from a financial point of view to the GlycoDesign shareholders. SG Cowen Securities Corp. is acting as adviser to Inflazyme.
A meeting of GlycoDesign shareholders will be held in Toronto around May 28 for the purpose of considering the transaction.
GlycoDesign is a drug-discovery and development company.
Inflazyme is a biopharmaceutical company.
Company Web Sites: inflazyme.com, glycodesign.com |
