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CELL GENESYS BOARD WITHDRAWS ITS RECOMMENDATION OF THE MERGER WITH GENZYME
PR NEWSWIRE - December 21, 1999 07:30
FOSTER CITY, Calif., Dec 21, 1999 /PRNewswire via COMTEX/ -- Cell Genesys, Inc. (Nasdaq: CEGE) announced today that its board of directors has withdrawn its recommendation of the merger of Cell Genesys and Genzyme General (Nasdaq: GENZ) and recommends that stockholders not approve the merger. The board believes that the merger is not in the best interests of the Cell Genesys stockholders. Cell Genesys noted that the value of its equity ownership of Abgenix (Nasdaq: ABGX) as of yesterday's market close had increased by approximately $230 million since the merger agreement was announced on October 18, 1999.
Cell Genesys said that it had attempted to negotiate a mutual termination of the merger agreement with Genzyme but was unable to do so. Under the merger agreement, which will remain in effect until terminated pursuant to its terms, Genzyme has the right to require that Cell Genesys hold a meeting of stockholders to vote on the merger proposal or the right to terminate the agreement and receive a $15 million termination fee. Cell Genesys intends to set a record date and hold a stockholder meeting by early February 2000.
Cell Genesys is focused on the development and commercialization of gene therapies to treat major, life-threatening diseases including cancer and cardiovascular disease. The company is conducting two multicenter Phase II human clinical trials for its GVAX(R) cancer vaccine in prostate cancer and plans to initiate a multicenter Phase I/II trial of GVAX(R) vaccine in lung cancer. Preclinical stage programs include gene therapy for cancer, cardiovascular disorders, hemophilia and Parkinson's disease. Cell Genesys' assets outside gene therapy include its approximately 19 percent ownership of Abgenix and the company's licensing program in gene activation technology.
Statements made herein, other than statements of historical fact, including statements about progress reports and plans for GVAX(R) clinical trials, the company's progress and results and timing of clinical trials and preclinical programs in cancer and cardiovascular gene therapy and others, marketability of potential products and therapies and nature of product pipelines and the completion and timing of the merger with Genzyme are forward-looking statements and are subject to a number of uncertainties that could cause actual results to differ materially from the statements made, including risks associated with the success of research and development programs, clinical trials, the regulatory approval process for clinical trials, competitive technologies and products, patents, continuation of corporate partnerships with Japan Tobacco and others and the need for additional financings and stockholder and regulatory approvals for the proposed acquisition. There can be no assurance that Genzyme's merger with Cell Genesys will be consummated, that the agreement will not be terminated, or that stockholder approval will be obtained. For information about these and other risks which may affect Cell Genesys, please see the company's Annual Report on Form 10-K dated March 31, 1999 as well as Cell Genesys' reports on Form 10-Q and 8-K and other reports filed from time to time with the Securities and Exchange Commission.
SOURCE Cell Genesys, Inc. (C) 1999 PR Newswire. All rights reserved. prnewswire.com -0- CONTACT: Jennifer Cook Williams, Manager, Corporate Communications of Cell Genesys, Inc., 650-425-4542
/Company News On-Call: prnewswire.com or fax, 800-758-5804, ext. 134113
WEB PAGE: cellgenesys.com
GEOGRAPHY: California
INDUSTRY CODE: MTC
HEA
SUBJECT CODE: TNM
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