Discovery Partners International and Infinity Pharmaceuticals Announce Merger Agreement
Wednesday April 12, 7:30 am ET
Infinity Will Be Surviving Public Entity; Focus is Cancer Drug Discovery and Development
Webcast Conference Call Scheduled for 11:00 a.m. EDT (8:00 a.m. PDT) Today, April 12, 2006
SAN DIEGO, and CAMBRIDGE, Mass., April 12 /PRNewswire-FirstCall/ -- Discovery Partners International, Inc., or DPI (Nasdaq: DPII - News), and Infinity Pharmaceuticals, Inc., a private company, today announced that they have entered into a definitive merger agreement to create a new public entity focused on cancer drug discovery and development. Infinity Pharmaceuticals, Inc. operating from its current headquarters in Cambridge, Massachusetts will be the resulting NASDAQ-traded biopharmaceutical company with a lead product candidate in multiple Phase I clinical trials, a second product candidate scheduled to enter the clinic in late 2006, a pipeline of proprietary small molecule preclinical candidates, and partnerships with Novartis, Johnson & Johnson and Amgen. It is anticipated that, on a pro forma basis, cash and cash equivalents for the combined company as of March 31, 2006 would be in excess of $100 million. This will provide Infinity with sufficient funding to generate efficacy data on its lead program as well as continue to advance the remainder of Infinity's current pipeline.
Under the terms of the agreement, DPI would issue, and Infinity stockholders would receive, in a tax-free transaction, shares of DPI common stock such that Infinity stockholders would own approximately 69% of the combined company on a pro forma basis and DPI stockholders would own approximately 31%, assuming DPI's net cash at closing is between $70 to $75 million. These percentages are subject to downward and upward adjustment under the terms of the merger agreement based on DPI's net cash at closing. The merger agreement has been approved by both companies' boards of directors and will need to be approved by both companies' stockholders. Upon closing of the transaction, the new company's common stock is expected to trade on the NASDAQ National Market under the name Infinity Pharmaceuticals, Inc. for which the company has reserved the symbol, "INFI". DPI's current ticker symbol, "DPII", will become inactive after closing.
"With the financial resources provided by this transaction, Infinity will be well positioned to create substantial value for patients and stockholders," said Steven H. Holtzman, Chairman and Chief Executive Officer, Infinity. "The merger is a creative, time efficient, and cost effective means for Infinity to accelerate the discovery, development and delivery to patients of important new medicines."
"We believe that the combination of Discovery Partners and Infinity Pharmaceuticals will provide stockholders an opportunity to participate in a public company with a profile that matches the market's interest in near-term product opportunities with significant potential," said Michael C. Venuti, Ph.D., Acting Chief Executive Officer, DPI. "After an extensive review of potential merger candidates and their product pipelines, Discovery Partners identified Infinity Pharmaceuticals as an organization with the potential to create significant value for our stockholders."
Upon closing, the combined company will have a robust pipeline of product candidates and an experienced leadership team. Products in development will include:
* IPI-504 -- Infinity's lead novel, proprietary anti-cancer product
candidate, which selectively inhibits Heat Shock Protein 90 (Hsp90) in
cancerous cells. IPI-504 is currently being evaluated in two ongoing
Phase I clinical trials in patients with relapsed, refractory multiple
myeloma and relapsed, refractory gastrointestinal stromal tumors
(GIST). Infinity plans to begin a Phase II study at the end of 2006,
pending results from the multiple myeloma and GIST trials. Infinity
owns all rights to IPI-504.
* IPI-609 -- Infinity's second novel, proprietary anti-cancer agent, in
late-stage preclinical research. IPI-609 selectively inhibits the
Hedgehog pathway, which has been implicated in many of the most deadly
cancers. Infinity is planning to file an IND for IPI-609 in late
2006 for the first of several planned clinical studies in pancreatic
cancer, small cell lung cancer and metastatic prostate cancer. Infinity
owns all rights to IPI-609.
* Inhibitors directed to the Bcl-2 family of proteins, key regulators of
programmed cell death, or apoptosis, which are currently in preclinical
development for use alone or in combination to sensitize a broad range
of solid tumors to currently available chemotherapeutics. On March
6, 2006, Infinity entered into an alliance with Novartis to
collaboratively discover, develop, and commercialize drugs targeting
Bcl-2 protein family members for the treatment of a broad range of
cancer indications.
DPI is actively seeking to transfer ownership of its drug discovery services units in San Diego, California; Basel, Switzerland; and Heidelberg, Germany to an organization or organizations that will assume DPI's existing fee-for-service commitments. These units focus on synthetic chemistry, assay development, high-throughput screening, and natural products, as well as other drug discovery assets, including ongoing service partnerships. DPI's board of directors has made it a priority to transfer key personnel and key service agreements to one or more qualified organizations that are currently performing such services at a level equal to those of DPI. The DPI Compound Management Facility in South San Francisco, currently under contract to the National Institute of Mental Health, National Institutes of Health (NIH) as part of the new NIH Chemo-Genomic Roadmap initiative, will continue to be fully staffed and operate as such.
Management
The Infinity management team, including Steven Holtzman (Chairman and CEO), Julian Adams (President and CSO), and Adelene Q. Perkins (EVP and CBO) will assume management of the newly public entity once the merger has been consummated. For the remainder of 2006, certain members of the current DPI management group are expected to continue under the employment of the combined company, primarily to implement various transition assignments.
Board of Directors
In connection with the merger, DPI will seek stockholder approval to increase the maximum size of the combined company's Board of Directors from 10 to 12 members. Assuming the stockholders approve this increase, the combined company's board, post-transaction, is expected to include three members of the current DPI board of directors and nine members of the Infinity board of directors. The DPI directors who are expected to continue on the board include Harry F. Hixson, Jr., Ph.D., Michael C. Venuti, Ph.D., and Herm Rosenman. The Infinity directors who are expected to serve on the board of the combined company include: Steven Holtzman (Chair), Ronald Daniel, Anthony Evnin, Eric Lander, Patrick Lee, Arnold Levine, Frank Moss, Vicki Sato, and James Tananbaum. In the event that this increase is not approved, Rick Klausner, Eric Lander, Frank Moss and Phil Needleman will step down. Nevertheless, we expect these directors to remain active in the combined company with Rick Klausner, Eric Lander and Phil Needleman serving on its Scientific Advisory Board.
Additional Information About the Transaction
Over the past year, DPI engaged several advisors -- Molecular Securities Inc., L.E.K. Consulting, LLC, and Easton Associates, LLC -- to assist its board in evaluating a range of options to best deploy its resources and to accelerate its entry into more substantial value-creating activities.
Molecular Securities served as financial advisor and Cooley Godward as legal advisor to DPI in connection with the merger transaction. WilmerHale served as legal advisor to Infinity in connection with the merger transaction.
DPI expects to file a Form S-4 and related joint proxy statement/prospectus with the U.S. Securities and Exchange Commission and any other necessary government filings in the coming weeks. Depending on the review process of the agencies, the companies would expect their respective stockholder votes and the closing of the merger to occur in the third quarter of 2006.
Webcast Conference Call Details
Dr. Venuti and Mr. Holtzman will host a conference call discussing the proposed transaction and providing a business overview of the combined company on Wednesday, April 12, 2006 at 11:00 a.m. EDT (8:00 a.m. PDT). A live webcast of the conference call can be accessed on DPI's and Infinity's websites at www.discoverypartners.com and www.ipi.com respectively. An archived version of the webcast will be available on both company's websites for 30 days.
About Infinity Pharmaceuticals, Inc.
Infinity is an innovative cancer drug discovery and development company that leverages its strength in small molecule technologies to bring important new medicines to patients. For more information on Infinity Pharmaceuticals, including a copy of this release in the Media Room, please visit the company's web site at ipi.com.... |
