Nov. 17 /PRNewswire/ -- Aurora Biosciences(TM) Corporation (Nasdaq: ABSC - news) and PanVera Corporation today announced that they have entered into a definitive merger agreement under which Aurora will acquire PanVera, a biotechnology company engaged in manufacturing and marketing protein drug targets and drug screening assays for high-throughput screening.
PanVera Corporation is a recognized leader in the development of products and technologies that allow pharmaceutical companies to work with recombinant proteins in their drug discovery programs. PanVera has produced hundreds of recombinant proteins for commercial sale focusing on protein families that are of broad interest from a therapeutic perspective, including nuclear receptors, protein kinases, and drug metabolizing enzymes.
Under the terms of the merger agreement, Aurora will acquire all of PanVera's outstanding common stock in a tax-free, stock for stock transaction, which will be accounted for using the pooling-of-interests method. PanVera stockholders will receive approximately 1.34 shares of Aurora common stock for each share of PanVera common stock. Aurora will issue a total of 1,900,000 shares of Aurora common stock to the security holders of PanVera in the merger.
Aurora believes that PanVera's future revenue growth rate will be at least in line with Aurora's future growth rate, based on Wall Street forecasts for Aurora's revenues. Aurora expects the transaction to be accretive in 2001.
``The acquisition of PanVera is strategically important for Aurora in several ways,'' said Stuart J.M. Collinson, Ph.D., Aurora's chairman, chief executive officer and president. ``First, as a result of this transaction, PanVera's people and know-how will substantially broaden and extend our ability to provide innovative solutions for protein drug targets. Second, this combination will establish a strong sales and marketing infrastructure to commercialize our proprietary bioassay technologies. Third, PanVera's expertise in protein expression and purification will provide protein drug targets that are an important component of the Big Biology(TM) program, Aurora's target-based drug discovery initiative.''
``The combination of PanVera's protein production capabilities and Aurora's discovery platforms will enable us to more efficiently prosecute important drug targets,'' stated Paul A. Negulescu, Ph.D., senior vice president, discovery biology. ``PanVera's protein science productivity addresses the growing need for functional proteins for structural proteomics. Aurora's ultra-high throughput screening system (UHTSS® Platform) and our Big Biology(TM) initiative will also help unlock the value of PanVera's capabilities and assets.''
``PanVera has built a thriving business on its recombinant protein and assay development capabilities, but we believe that critical mass and breadth of technologies are essential to achieve our full potential,'' stated Ralph Kauten, PanVera's chairman and president. ``The merger of PanVera and Aurora creates a potent drug discovery engine that is poised to capitalize on post-genomic opportunities.''
PanVera's customers include leading pharmaceutical, biotech and academic institutions. PanVera's revenues have grown from $3.4 million in fiscal year 1996 to $11.4 million in the fiscal year 2000.
PanVera financial summary
(Fiscal years ended September 30, figures in $ millions)
2000 1999 1998 1997 1996
Revenue $11.4 $7.8 $7.0 $4.9 $3.4
Net income (loss) before taxes 0.9 0.0 0.6 0.2 (0.1)
Total operating expenses 10.5 7.8 3.0 1.9 1.6
R&D expenses 1.8 1.3 1.1 0.8 0.7
Cash and cash investments 5.8 7.1 0.9 1.3 1.5
The merger has been unanimously approved by the board of directors of both companies. This transaction is subject to regulatory approvals, approval by PanVera stockholders and customary closing conditions, and is expected to close in the first quarter of 2001.
Aurora will host a conference call on Friday, November 17, 2000 at 11:00 am (Pacific Time).
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