Micromet and CancerVax Complete Merger To Form Micromet, Inc.
Friday May 5, 6:44 pm ET
MÃœNCHEN, GERMANY--(MARKET WIRE)--May 5, 2006 -- CARLSBAD, CA, and MUNICH, Germany, May 5, 2006 -- CancerVax Corporation (NasdaqNM:CNVX - News), a biotechnology company focused on the research, development and commercialization of novel biological products for the treatment of cancer, and Micromet AG, one of the leading privately-held European biopharmaceutical companies focused on the development of antibody-based drugs, announced today the completion of their merger and the change of the combined company's name to "Micromet, Inc." The company is incorporated in Delaware and Micromet AG has become a wholly-owned subsidiary of Micromet, Inc. In connection with the merger, CancerVax effected a 1-for-3 reverse stock split of its common stock. The combined company's common stock will trade on the Nasdaq National Market on a post-split basis under the new ticker symbol "MITI" beginning May 8, 2006.
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The merger creates a transatlantic, Nasdaq-listed company with a highly differentiated drug development pipeline focused on oncology, autoimmune and inflammatory diseases, and a strong, proprietary technology base for the development of antibody-based product candidates.
Christian Itin, President and CEO of Micromet, Inc., commented, "Micromet, Inc. builds on a strong pipeline of antibody-based therapeutics, a unique technology base, a strong R&D organization and established partnerships with premier biopharmaceutical companies. The Company is now ideally positioned to address our key markets in both the U.S. and Europe."
David F. Hale, Chairman of the Board of Directors of the combined company, added, "This transaction underscores our objective of maximizing value for our stockholders, and will result in an organization with a robust pipeline of drug candidates as well as significant experience in drug discovery and development."
Under the terms of the agreement, CancerVax issued common stock to Micromet stockholders such that Micromet stockholders now own approximately 67.5 percent of the combined company and CancerVax stockholders own approximately 32.5 percent. Following the completion of the merger and the reverse stock split, the combined company now has approximately 29.2 million shares of common stock outstanding.
In connection with the closing of the merger, the parties agreed to waive two closing conditions of the merger. The parties agreed to waive the requirement that CancerVax's outstanding indebtedness to Silicon Valley Bank be repaid prior to the closing and Silicon Valley Bank agreed that such indebtedness did not have to be repaid at the closing. In addition, the parties agreed that the ninth director of the company, who was originally expected to be designated by Micromet AG prior to the completion of the merger, would instead be named following the completion of the merger.
About Micromet, Inc. ( www.micromet-inc.com )
Micromet, Inc. is a biopharmaceutical company with a focus on the development of novel, proprietary antibody-based products for cancer and inflammatory and autoimmune diseases. Two product candidates are currently in clinical trials. MT201, a recombinant human monoclonal antibody, is being evaluated in Phase 2 clinical trials for the treatment of patients with breast cancer and prostate cancer. MT103 is being studied in a Phase 1 clinical trial for the treatment of patients with non-Hodgkin's lymphoma. Micromet has established a drug development platform based on its BiTE® technology, a unique, antibody-based format that leverages the cytotoxic potential of T cells, the most powerful 'killer cells' of the human immune system. Micromet has established collaborations with MedImmune, Inc. and Serono. |
