Sorry about the formatting, from today's 6-K......
3. Background to and reasons for the Merger
CAT has stated that its goals are to complete the transition to a
profitable, product-based biopharmaceutical company over the next
five years and to build a broad portfolio of products that will
deliver rapid revenue and profit growth beyond that point through
a combination of internal development and acquisition.
OGS has stated that its goals are to focus on key objectives
including cost reductions and to build critical mass and strengthen
its clinical pipeline through appropriate transactions.
The Merger helps both companies to achieve their stated goals by
creating an enlarged entity with significantly strengthened
discovery and development capabilities and financial resources with
which to build its pipeline. In particular:
* the Enlarged Group will have a stronger and broader portfolio,
with two approved products, seven additional products in clinical
trials and seven pre-clinical products. These are set out below:
Product/Candidate
Partner
Disease
Phase
HumiraTM
Abbott
Rheumatoid arthritis(1)
Approved in US; filed for approval in Europe
Juvenile rheumatoid arthritis
Phase III
Crohn's disease
Phase II/III
ZavescaTM
Actelion/Teva
Type I Gaucher disease(2)
Approved in Europe; filed in Israel and an amended application to
be filed in the US CAT-152
Scarring post glaucoma surgery
Phase III
CAT-192
Genzyme
Scleroderma
Phase I/II
CAT-213
Allergic disorders
Phase I/II
J695
Abbott/Wyeth
Rheumatoid arthritis
Phase II
Crohn's disease
Phase II
LymphoStat-BTM
HGSI
Systemic lupus erythematosus
Phase I
TRAIL-R1 mAb
HGSI
Cancer
Phase I
OGT 923
Glycolipid disorders
Phase I
GC1008
Genzyme
Fibrotic diseases
Pre-clinical
OGT 2378
Cancer
Pre-clinical
TRAIL-R2 mAb
HGSI
Cancer
Pre-clinical
MDX-OGS 001
Medarex
Cancer
Pre-clinical
Undisclosed
Wyeth
Undisclosed
Pre-clinical
Undisclosed
HGSI
Undisclosed
Pre-clinical
Undisclosed
Undisclosed
Undisclosed
Pre-clinical
(1) Also in development for psoriasis, psoriatic arthropathy
and ankylosing spondylitis
(2) Also in development for Niemann-Pick Type C, Late-Onset
Tay Sachs and Type III Gaucher disease
* the Merger will significantly strengthen the Enlarged Group's
core capabilities in R&D by combining CAT's leading human monoclonal
antibody product development expertise with OGS' oncology drug
discovery capabilities and target pool and by increasing the breadth
of the discovery and pre-clinical portfolios. The Enlarged Group
will also have both antibody and small molecule discovery
capabilities, as well as significantly improved scale in product
development resulting from the combination of each company's
strengths in pre-clinical, clinical and regulatory activities. The
Enlarged Group will benefit from OGS' demonstrated ability to drive
products through to approval;
* the Enlarged Group will have substantially greater financial
strength. This will increase its ability to fund product development
to later stages, thereby retaining greater value, and reduce the
need for additional capital. Pro-forma net cash was 260.1 million
GBP as at 31 December 2002; and
* cost savings based on the removal of duplicated activities have
been identified in the areas of corporate overhead, R&D and real
estate. These savings are expected to have a cash effect of a
pproximately 10 million GBP in the first full financial year
following completion of the Merger*. In addition, further savings
are expected from a portfolio review to focus R&D expenditure on
the highest quality projects. The results of this review will
be announced in November 2003. |
