ROCKVILLE, Md. & SOUTH SAN FRANCISCO, Calif. --(BW HealthWire)-- June 13, 2001--Celera Genomics (NYSE:CRA - news), an Applera Corporation business, and Axys Pharmaceuticals, Inc. (Nasdaq:AXPH - news), a biopharmaceutical company with expertise in the development of small molecule therapeutics, announced today that they have signed a definitive merger agreement whereby Celera will acquire Axys in a stock-for-stock transaction. The capabilities expected to be acquired through this merger should support and accelerate Celera's expansion into the drug discovery arena.
The transaction, which has been unanimously approved by the Boards of Directors of both companies, is structured as a tax-free reorganization and would be accounted for under the purchase method. Under the terms of the merger agreement, the ultimate value to be received is subject to a collar mechanism. (See Additional Information section below.) Based upon Celera's closing stock price yesterday, Axys stockholders would have received $4.65 per share payable in Celera common stock. The transaction is subject to customary closing conditions, including approval by Axys stockholders and regulatory approvals.
Over the past three years, Celera has established expertise in generating, integrating, and analyzing genomic data -- demonstrating the value of an industrialized approach to understanding biological processes. This information has been the basis for Celera's On-line Information Business. Celera is now leveraging its high-throughput and integrated approaches in bioinformatics, genomics, and proteomics to create a next-generation diagnostic and therapeutic company. Axys is expected to complement Celera's existing capabilities, including its chemical libraries and facilities, high-throughput screening, medicinal chemistry, structural biology, and pre-clinical capabilities that should enable Celera to identify and optimize small molecule therapeutic candidates for its genomic and proteomics discoveries. As part of the planned merger, Axys' team of skilled chemists and experienced biologists would be combined with Celera's scientific teams. In addition to its existing research facilities in the South San Francisco area, Axys also has a 43,000 square foot, state-of-the-art medicinal chemistry facility slated for completion this year.
Axys has partnered research and development programs with several pharmaceutical companies such as Merck & Co., Aventis Pharmaceuticals, Inc., and Bayer AG. These collaborations address medical conditions such as osteoporosis, asthma, inflammatory and autoimmune diseases, and cardiovascular disease. Axys' primary drug discovery research has been directed at proteases -- proteins that initiate key biological processes throughout the body. For the past two years Axys has focused its internal research efforts on oncology, specifically angiogenesis, estrogen receptor modulation, tumor metastasis, and apoptosis. Axys has been successful in applying its structure-based drug design technology platform for the identification and optimization of clinical candidates.
``As Celera continues its development as a therapeutic and diagnostic company we will evaluate opportunities necessary to achieve our goals,'' said Tony L. White, Applera's chief executive officer. ``We believe the merger with Axys is a very important step in this process. The company has impressive capabilities in medicinal chemistry, high-throughput screening, and pharmacology that should enhance Celera's therapeutic discovery platforms. We are also impressed with the pharmaceutical research partnerships that Axys has established. We believe Celera will add value to these relationships, and we will continue to look for other collaborations that could utilize the combined capabilities of Axys and Celera.''
``Building on its genomic and proteomic platform, Celera is now focused on the identification and evaluation of therapeutic targets that could form the basis of potential new treatments or cures for human disease,'' said J. Craig Venter, Ph.D., Celera's president and chief scientific officer. ``Medicinal chemistry and high-throughput screening capabilities are critical elements to turn these discoveries into important therapeutic agents and move Celera to the next stage as a more fully integrated discovery and development company. We look forward to working together with Axys' impressive integrated chemistry and biology research teams whose broad technical and industry experience have been successful in identifying and optimizing small molecule leads. This, coupled with Axys' research focus in oncology, make for a particularly exciting and synergistic merger for Celera.''
After the planned acquisition is finalized, Michael C. Venuti, Ph.D., Axys' senior vice president for research and development, will report to Dr. Venter. Dr. Venuti is an organic chemist with more than 20 years of research experience in the pharmaceutical and biotechnology industry. His leadership of the chemistry, structural biology, and preclinical science teams at Axys and their integration with Celera's scientific organization will be invaluable as Celera moves toward validation of its promising discoveries. Axys president and chief executive officer Paul Hastings, with 17 years of pharmaceutical and biotech commercial management experience will report to Celera's chief operating office, Peter Chambre. He will play an important role in integrating Axys' capabilities that expand Celera's ability to commercialize its therapeutic discoveries.
``In drug discovery, the ultimate validation of a target is demonstrating that the target can be modulated by a small molecule in a dose-responsive way to produce a desired therapeutic effect,'' said Paul Hastings. ``In contrast to many other discovery-oriented biotechnology companies, Axys has been successful in using a variety of tools to avoid dependence on a single rate-limiting technology. We are pleased by this merger agreement as we believe that Celera's volume of therapeutic targets coupled with Axys' drug discovery expertise focused on employing high throughput screening, medicinal chemistry, structure-based drug design, and pharmacology directed at preclinical lead optimization should make for a long-term competitive edge in drug discovery.''
Conference Call and Webcast Information
A conference call with Applera Corporation, Celera Genomics, and Axys Pharmaceuticals executives will be held today at 9 a.m. EDT with investors and media to discuss the proposed merger. To participate, please phone (800) 598-1707 between 8:45 a.m. and 9:00 a.m. EDT. The conference ID is 1146097. Participants outside the US and Canada should call (+1) 706-634-4992. The call will also be webcast live on the Internet at celera.com, axyspharm.com, and companyboardroom.com (Due to the length of this URL, it may be necessary to copy and paste this hyperlink into your Internet browser's URL address field.) |
