sheesh, after all this time, happens while Mike is out of town.......
CeNeS Pharmaceuticals plc and Cambridge NeuroScience Inc. Agree to Merge
- Combination Broadens Product Pipeline and Research Capability of UK-based
CNS company -
CAMBRIDGE, Mass. and CAMBRIDGE, England, May 23 /PRNewswire/ -- CeNeS
Pharmaceuticals (London Stock Exchange: CEN) and Cambridge NeuroScience, Inc.
(OTC Bulletin Board: CNSI) jointly announced today that they have signed a
definitive merger agreement under which CeNeS will acquire Cambridge
NeuroScience.
The merger combines two companies focused on central nervous system
disorders and pain control. From an R&D perspective, it broadens the CeNeS
product pipeline, expands its R&D skill base and infrastructure and adds drug
discovery activities in ion channel blockers to CeNeS' proprietary ion channel
screening technology. Strategically, it positions the company in the U.S.
biopharmaceutical community, and provides a pathway to additional revenue
opportunities.
The enlarged company will have a product pipeline headed by Moraxen, a
novel formulation of morphine that has been submitted for marketing approval
by the UK Medicines Control Agency. The pipeline will have 5 different pain
programmes; Moraxen for post-operative pain (Phase III), M6G for post-
operative pain (Phase II), an opioid analgesic for cancer breakthrough pain
(Phase II), CNS 5161 for neuropathic pain (Phase II) and analgesic tripeptides
(Pre-clinical). It will also contain a Phase II drug for the treatment of
stroke and clinical trials targeting sleep disorders (Phase II in healthy
volunteers) and substance abuse (Phase II). Pre-clinical research projects
will target schizophrenia, multiple sclerosis and glaucoma. Research will
focus on Alzheimer's disease, Parkinson's disease, multiple sclerosis and ion
channels as drug targets.
Within the ion channel field both companies have significant intellectual
property and tangible assets. The enlarged group will have a library of more
than 2000 compounds specifically targeted to ion channels, a portfolio of 45
issued and 15 pending U.S. patents and a proprietary ion channel screening
technology which automates the complex process of measuring electrical
currents across cell membranes.
"We see major benefits resulting from this combination," said Daniel
Roach, Chief Executive of CeNeS Pharmaceuticals plc. "It will build a
stronger company with a broader product pipeline, an enhanced skill base and a
substantial intellectual property portfolio, particularly in the very
important area of ion channels. We are adding a strategic eastern United
States location in the heart of biotechnology innovation, which enables us to
market our products and services to U.S. pharmaceutical companies. Finally,
we are gaining revenue opportunities by adding two major collaborators -
Allergan and Bayer - to an already prestigious list of worldwide life science
company partners."
"We believe this transaction achieves two very important objectives for
Cambridge NeuroScience and its shareholders," stated Robert McBurney,
Cambridge NeuroScience President & Chief Executive Officer. "First, it
enables shareholders to capture the value inherent in our company with a
sustained interest in a larger and stronger entity such as CeNeS. Second, it
enables us to leverage the expertise of both companies to accelerate research
and development activities towards commercialization."
Following completion of the merger, CeNeS expects to maintain the
headquarters of Cambridge NeuroScience in the Boston area, including l0,000
sq. ft. research laboratories. The current Cambridge NeuroScience staff are
expected to remain with the company. Cambridge NeuroScience President & Chief
Executive Officer, Harry Wilcox, has resigned his position, effective today,
but will remain as a member of the Board of Directors. Robert McBurney will
assume the role of Cambridge NeuroScience President & Chief Executive Officer
during the period prior to closing.
"We are especially appreciative to Harry Wilcox for overseeing the
company's operations since 1998 and for bringing us to this important
scientific and business opportunity," noted Robert McBurney. "We wish him all
the best in the next stage of his career."
The Merger Proposal
The proposed merger, which is subject to shareholder approval by both
companies, is structured as an all stock transaction. Cambridge NeuroScience
shareholders will receive CeNeS shares equal to a value of $2.25 for each CNSI
share. If the price of CeNeS stock increases up to 12.5% between now and the
closing, Cambridge NeuroScience shareholders will receive an amount of CeNeS
shares equal to $2.25 per share while an increase of greater that 12.5%
results in a fixed amount of shares. If the price of CeNeS stock decreases as
much as 22.5%, Cambridge NeuroScience shareholders will receive additional
shares to maintain the value of the transaction. The tax free transaction
will be treated by CeNeS pursuant to the purchase method of accounting. The
transaction is expected to be completed in the third quarter 2000 and CeNeS
will continue to trade on the London Stock Exchange after the closing of the
transaction.
About CeNeS
CeNeS Pharmaceuticals is focused on developing drugs for CNS disorders and
pain control and the development of controlled release drug delivery products
in a range of therapeutic areas. The group has l00 staff working from modern
research and manufacturing facilities in Cambridge, England and Irvine in
Scotland.
CeNeS Pharmaceuticals applies a commercially driven approach to R&D
activities, while seeking to partner other programmes as appropriate to
generate income, share risk and assist in the validation of the underlying
technologies. The Group has clinical programmes for the treatment of stroke,
pain, schizophrenia, sleep disorders and substance abuse.
The portfolio of drug candidates and research projects has been compiled
by both in-licensing agreements and collaborative development programmes. In-
licensing agreements have been signed with Novo Nordisk, Glaxo Welcome, BTG
and Bioglan Pharmaceuticals. CeNeS Pharmaceuticals is also conducting
research through collaborative programmes into new therapeutic approaches for
the treatment of Alzheimer's and Parkinson's disease.
CeNeS Pharmaceuticals has three revenue generating business units. CeNeS
Drug Delivery offers technologies targeted to meet specific therapeutic needs.
These technologies are exploited through contract formulation and development
projects with pharmaceutical companies. The CeNeS cognition business provides
equipment and services in the area of cognition research. The CeNeS
Channelwork business has expertise in ion channel research and sells contract
services to the pharmaceutical industry. Channelwork is also developing high
throughput screening systems for the testing of ion channel modulators, a
valuable resource in ion channel drug discovery.
For more information, visit the CeNeS website at cenes.com
About Cambridge NeuroScience
Cambridge NeuroScience, Inc., based in Cambridge, Massachusetts, USA, is a
neuroscience company engaged in the discovery and development of proprietary
pharmaceuticals focusing on nerve cell function and survival. The Company is
developing products to treat chronic pain and neurodegenerative disorders such
as multiple sclerosis and peripheral neuropathies.
Cambridge NeuroScience's technologies include a range of proprietary
compounds known as ion-channel blockers which act on specific nerve cells to
modify their activity or to minimize their destruction in degenerative
disorders of the central nervous system. The Company's lead ion-channel
blocker, CNS 5161, is a potent and selective NMDA ion-channel blocker being
developed to treat neuropathic pain. CNS 5161 has completed two Phase I
studies and was shown to have beneficial analgesic actions. Other indications
targeted by the Company's ion-channel drug discovery efforts include stroke,
brain and spinal cord injury, glaucoma and peripheral neuropathies.
To advance the development of several of its programs, the Company has
entered into two strategic partnerships. Through a collaboration with
Allergan, Inc., a worldwide leader in ophthalmic products, the companies are
jointly discovering sodium ion-channel blockers, NMDA ion-channel blockers and
combination ion-channel blockers for the treatment of glaucoma. Cambridge
NeuroScience has also partnered with Bayer, AG to develop recombinant Glial
Growth Factor 2 (GGF2), for the treatment of neurodegenerative diseases such
as multiple sclerosis.
For more information, visit Cambridge NeuroScience's website at
cambneuro.com
This press release may contain forward-looking statements based on current
expectations of management. There are certain important risk factors that
could cause results to differ from those anticipated by the statements made
above, including, but not limited to, the Company's ability to establish and
maintain collaborative agreements with third parties for its product
candidates and programs, the results of future clinical trials, the acceptance
by regulatory authorities of the Company's clinical trial outcomes as a basis
for marketing approval, technological uncertainties, Company's history of
losses, the Company's need for future funding and uncertain access to capital,
the intense competition and technological change in the Company's industry,
uncertainties related to marketing and selling the Company's products, the
Company's dependence on qualified personnel, and the uncertainty that the
merger will achieve the business objectives, operational efficiencies and
shareholder value currently anticipated by the Company's management. The
reader should not rely on any forward-looking statements, and Cambridge
NeuroScience does not undertake any obligation to updated forward-looking
statements whether as a result of new information, future events or otherwise.
Readers should evaluate any statements in light of the Risk Factors section in
Exhibit 99.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, as filed with the U.S. Securities and Exchange
Commission on March 17, 2000.
SOURCE Cambridge NeuroScience, Inc.
Web Site: cambneuro.com
Contact: Daniel Roach, Chief Executive of CeNeS Pharmaceuticals,
+44 (0) 1223 266 466, or John Bick or Damion Greef of Holborn
Public Relations, +44 (0) 207 929 5599, John_bick@holbornpr.co.uk
or Robert McBurney, President & Chief Executive Officer of
Cambridge NeuroScience, Inc., 617-225-0600, ext. 114,
Robert_McBurney@cambneuro.com or Theresa McNeely, Director of
Feinstein Kean Healthcare, 508-553-2869, tmcneely@fkhealth.com |
