Dendreon To Acquire Corvas
biz.yahoo.com
Dendreon To Acquire Corvas
Tuesday February 25, 6:04 am ET
New Company Will Have Multiple Clinical Products, Significant Oncology R&D Pipeline, Strong Cash Position and Experienced Management Team
SEATTLE & SAN DIEGO--(BUSINESS WIRE)--Feb. 25, 2003--Dendreon (Nasdaq:DNDN - News) and Corvas (Nasdaq:CVAS - News), jointly announced today that they have signed a definitive merger agreement under which Dendreon will acquire Corvas in a strategic transaction that creates a combined company with a strong clinical and preclinical pipeline and significant financial resources to discover, develop and commercialize novel products that address unmet medical needs in treating cancer and cardiovascular disease.
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Under the terms of the agreement, each share of Corvas common stock will be exchanged for a fixed ratio of 0.45 shares of Dendreon common stock in a tax-free reorganization. Based on Dendreon's closing share price of $5.79 on February 24, 2003, the transaction is valued at $72.9 million. The acquisition, which has been approved unanimously by the boards of directors of both companies, is subject to approval by the stockholders of each company. Following the closing of the acquisition, and payment of existing Corvas convertible debt, Dendreon is expected to have approximately $110 million in cash. Dendreon's existing stockholders will own approximately 68.6% of the combined company and Corvas' existing stockholders will own approximately 31.4%. The transaction is anticipated to close in the second quarter of 2003, subject to approval by stockholders of both companies.
"This acquisition creates a company with multiple product opportunities addressing two of the largest patient populations in healthcare: cancer and cardiovascular disease," said Dr. Mitchell H. Gold, CEO of Dendreon, who will continue as CEO of the combined company. "Importantly for our near-term success, this deal enables us to continue our intense efforts to bring Provenge(TM), Dendreon's Phase III investigational therapeutic vaccine for the treatment of prostate cancer, to those patients suffering from advanced androgen independent prostate cancer who have few, if any, alternatives for treatment. We also look forward to continuing clinical development of rNAPc2 in ongoing Phase II clinical trials for patients with acute coronary syndromes."
"An important attraction to us is Corvas' leadership in the field of serine proteases. We recognized the synergies to be gained by combining two very potent oncology programs," added Dr. Gold. "We now have multiple future product opportunities in the field of serine proteases, including small molecule inhibitors, antibodies and promising protease activated pro-drugs. We believe that these programs will play a significant role in shaping the future of oncology medicine. This acquisition strengthens our collective research capabilities, particularly in medicinal chemistry, small molecule research and protease activated cancer therapeutics, which should accelerate our company's product development efforts. We will now have R&D capabilities in two biotech hubs, Seattle and San Diego, to create assets that will fuel the growth of the company by significantly expanding our product portfolio."
"We believe that this deal creates greater long-term value for Corvas and Dendreon stockholders, not only because it establishes an integrated, multi-disciplinary biotechnology company with experienced management and significant financial resources, but also because it brings together complementary strengths in research and product development," said Randall E. Woods, Corvas' CEO.
Needham & Company, Inc. and SG Cowen Securities Corporation advised Dendreon, and Lazard Freres and Company advised Corvas on this transaction.
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