NPS Pharmaceuticals and Enzon Pharmaceuticals Agree to Merger of Equals
Thursday February 20, 6:31 am ET
Science, Pipeline, Products ... Creating a New Biotechnology Leader
SALT LAKE CITY, and BRIDGEWATER, N.J., Feb. 20 /PRNewswire-FirstCall/ -- NPS Pharmaceuticals, Inc. (Nasdaq: NPSP - News) and Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN - News) announced today that they have signed a definitive agreement to a merger of equals in a stock-for-stock transaction with a value of approximately $1.6 billion. Under terms of the agreement, each Enzon shareholder will receive 0.7264 shares of the new company's common stock for each Enzon share owned. Each NPS shareholder will receive 1.00 share for each NPS share owned. The combination will create a powerful, integrated biotechnology company featuring demonstrated research capabilities, extensive drug development and manufacturing expertise, an innovative product pipeline, established commercial infrastructure, and a strong and growing revenue base.
NPS and Enzon will combine management and scientific talent to create a new biotechnology leader. The new company will have one of the industry's deepest and most innovative drug discovery and development pipelines addressing opportunities in areas of unmet therapeutic need, combined with a number of powerful revenue generators and over $300 million of cash. The company will be headquartered in Bridgewater, New Jersey, and will maintain major research, development and manufacturing facilities in Salt Lake City, Utah; Toronto, Canada; Indianapolis, Indiana, and additional locations in New Jersey. Dr. Hunter Jackson, currently the Chairman, President and CEO of NPS, will serve as Executive Chairman of the new company, and Arthur J. Higgins, Enzon's Chairman, President and CEO, will serve as the new company's Chief Executive Officer. Teams from both companies have begun planning the post-merger integration process, which will include introducing a new name.
"Combining NPS's tremendous research and development capabilities with Enzon's commercial and operating expertise will empower us to create a truly integrated team addressing all aspects of operations. Our combined strength will enable us to maximize success across a broad range of opportunities," said Dr. Jackson. Mr. Higgins added, "Our new entity will possess all of the necessary elements to emerge as a new biotechnology leader. With a high- potential product pipeline, a growing revenue base, and a commitment to disciplined execution, we are positioned for sustainable growth and expect to reach profitability in 2006 or before."
Marketed Products
Building on its established commercial organization, including a hospital-based sales force and a focused specialty oncology sales team, the newly formed company will immediately benefit from estimated revenues of approximately $200 million for the year ending December 31, 2003. Company revenues will be driven by four internally marketed products, as well as free cash flow due to royalties on PEG-INTRON®. The line-up of marketed products includes:
PEG-INTRON: a longer-acting form of INTRON® A (interferon alfa-2b, recombinant) is used in the treatment of chronic hepatitis C. This product uses proprietary PEG technology developed by Enzon and is marketed by Schering- Plough.
* ABELCET(R): an antifungal used in hospitals to treat patients with
invasive fungal infections related to cancer, organ transplantation
and other conditions.
* ONCASPAR(R): a PEG-enhanced version of a naturally occurring enzyme
called L-asparaginase used in conjunction with other
chemotherapeutics to treat patients with acute lymphoblastic
leukemia.
* DEPOCYT(R): an injectable chemotherapeutic for the treatment of
patients with lymphomatous meningitis.
* ADAGEN(R): a PEG-enhanced enzyme replacement therapy that is used for
the treatment of severe combined immunodeficiency disease, or SCID,
also known as the "Bubble Boy Disease."
Its revenue stream, in combination with a strong cash position, will create the unusual but invaluable flexibility to selectively choose how it commercializes its late stage pipeline, and optimizes the value of its product development opportunities.
Pipeline Highlights
A distinguishing characteristic of the company is its combined pipeline addressing significant unmet medical needs, including:
* Two Phase III programs: PREOS(TM) for the treatment of osteoporosis,
and cinacalcet HCl, which is being developed by Amgen for the
treatment of secondary hyperparathyroidism.
* Three Phase II programs: PROTHECAN(R) for various solid tumors;
ALX-0600 for Short Bowel Syndrome and other gastrointestinal
disorders; and cinacalcet HCl for primary hyperparathyroidism.
* Over 10 specific early stage programs addressing unmet medical needs
in endocrinology, immunology, oncology, neurology, and
gastroenterology. Upon completion of the merger, the candidate
portfolio will be reviewed and resources will be focused on the most
promising programs.
Research Expertise
Scientifically, the new company will emphasize and build on its talents and experience in discovery research. Proven research platforms of the combined company will include small molecule discovery efforts targeting calcium receptors, metabotropic glutamate receptors (mGluRs), and other G-protein coupled receptors, plus technology to attach polyethylene glycol, or PEG, to therapeutic molecules, and the SCA (single-chain antibody) program. Work in these areas has led to a number of proprietary opportunities and joint research programs, which will continue to be pursued by the new company. On-going collaborations include calcilytics with GlaxoSmithKline, mGluRs with AstraZeneca, drug delivery with Nektar Therapeutics and SkyePharma, and SCA with Micromet. The goal of the new company's focus on discovery research is to move a continuing stream of new product candidates into clinical development.
(snip, NPS gains established stealthing tech. and ass'd cash flow) |
