April 24 /PRNewswire Interactive News Release/ -- Antigenics Inc. (Nasdaq: AGEN - news) and Aronex Pharmaceuticals, Inc. (Nasdaq: ARNX - news) announced today that they have entered into a definitive agreement for Antigenics to purchase Aronex Pharmaceuticals in a tax-free, stock-for-stock transaction. Under the terms of the merger agreement, each outstanding share of Aronex Pharmaceuticals common stock will convert into the right to receive approximately $1.10 in shares of Antigenics common stock. In addition, each share of Aronex Pharmaceuticals common stock will be entitled to a contingent value right potentially worth an additional $0.15. Based upon yesterday's closing price, Antigenics would issue approximately 1.8 million shares at the closing of the transaction. Pursuant to the merger agreement, stockholders of Aronex Pharmaceuticals will not receive greater than 0.0917 shares or less than 0.0550 shares of Antigenics common stock for each of their Aronex Pharmaceuticals shares.
The transaction, which has been approved by the boards of directors of both companies, will broaden and accelerate Antigenics' product pipeline with six drugs in late-stage development and one marketed product. These include a liposome-encapsulated form of all-trans-retinoic acid (ATRAGEN®) for the treatment of leukemia and a liposome-encapsulated form of nystatin (Nyotran®) for the treatment of fungal infections.
``Combining Antigenics' world-class immune technology platforms with Aronex Pharmaceuticals' liposome encapsulation technology accelerates our goal to become a diverse biopharmaceutical company with a deep arsenal of effective and safe therapies for serious human diseases,'' said Garo H. Armen, Ph.D., chairman and CEO of Antigenics. ``The advanced stage of Aronex Pharmaceuticals' drugs will accelerate Antigenics' drive towards commercialization. We expect the merger to be accretive to our earnings starting in 2003 and enhance value for both companies' shareholders.''
Geoffrey F. Cox, Ph.D., Aronex Pharmaceuticals' chairman and CEO, expressed enthusiasm for the transaction. ``The resources and skill set of Antigenics should result in an accelerated advancement of our products and technologies. This merger combines two innovative companies with complementary technology platforms and common commercialization goals.''
Antigenics has already started focusing on addressing the U.S. Food and Drug Administration's (FDA) concerns in the non-approvable letter for ATRAGEN®, which was received by Aronex Pharmaceuticals in January 2001. ``We believe the data are strong and provide a sound basis to work with the FDA to address the issues for the non-approval,'' said Elma Hawkins, Ph.D., Antigenics' Vice Chairman. To support this, Dr. Hawkins cites data from approximately 150 patients who participated in clinical trials at over 50 leukemia treatment centers. The drug showed a favorable toxicity profile and could be used in persons otherwise unable to take oral retinoic acid... |
