NEEDHAM, Mass. & BRANFORD, Conn.--(BUSINESS WIRE)--Celldex Therapeutics, Inc. (Nasdaq: CLDX - News) today announced it has entered into a definitive agreement to acquire CuraGen Corporation (Nasdaq: CRGN - News). The acquisition will add a portfolio of oncology-focused, fully-owned antibodies to Celldex’s Precision Targeted Immunotherapy Platform. Celldex will acquire CuraGen in a tax-free stock-for-stock transaction, which values CuraGen at approximately $94.5 million, subject to certain adjustments described within the definitive agreement. In addition to its pipeline, CuraGen is expected to have a cash balance of at least $54.5 million net of certain acquisition-related costs and CuraGen convertible debt at the transaction’s close, which is anticipated to occur in the third quarter of 2009. Concurrent with the closing of the transaction, Dr. Timothy Shannon, President and Chief Executive Officer of CuraGen, will join the Celldex Board of Directors.
Anthony Marucci, President and Chief Executive Officer of Celldex, stated, “The CuraGen acquisition fulfills a major initiative to identify, acquire and integrate value-creating, synergistic assets to fuel our Precision Targeted Immunotherapy Platform and enhance Celldex’s antibody-based technology pipeline. In addition, this acquisition further strengthens Celldex’s intellectual property estate and balance sheet, providing cash resources to advance our clinical development programs into 2012. Further, on behalf of the Celldex board and management team, I’d like to welcome Tim to our Board of Directors. We believe this transaction represents a combination that clearly exceeds the sum of its parts.”
Timothy Shannon, M.D., President and Chief Executive Officer of CuraGen, commented, “CuraGen’s Board of Directors considered a range of strategic alternatives to increase shareholder value and concluded that this transaction represents the best opportunity for our shareholders. We believe Celldex’s immunotherapy expertise and platform technology provide an excellent fit for our antibody portfolio, industry collaborations, technological assets and intellectual property. The deal also offers CuraGen investors reduced risk via ownership of a broader portfolio, while still retaining upside potential of CR011 in the combined company.”
CuraGen Corporation has a portfolio of 11 fully-owned, human antibodies that the Company selected, optimized and advanced during its collaboration with Abgenix (acquired by Amgen). CR011, currently in Phase 2 studies, is an antibody-drug conjugate that targets GPNMB, a protein that is highly expressed in metastatic breast cancer and melanoma. CR011 has shown promising early evidence of anti-tumor activity, including objective tumor responses, in patients with breast cancer and unresectable stage III and IV melanoma.
“Celldex’s expertise in developing novel antibody-based therapeutics will enable us to seamlessly integrate CuraGen’s antibody programs into our Precision Targeted Immunotherapy Platform and selectively identify and advance the candidates we believe hold the most therapeutic promise,” said Thomas Davis, M.D., Chief Medical Officer of Celldex.
Celldex Therapeutics is discovering and developing innovative targeted immunotherapeutics for the treatment of cancer, infectious and inflammatory diseases. The Company’s focus is on the use of tumor-specific targets and human monoclonal antibodies to precisely deliver therapeutic agents through their novel targeted immunization approach. Celldex’s deep pipeline consists of product candidates in varying stages of development, with lead candidate CDX-110, partnered with Pfizer, currently undergoing evaluation in a Phase 2 clinical trial in newly diagnosed glioblastoma multiforme (GBM) and CDX-1307, currently enrolling in a Phase 1 study in epithelial tumors. In addition, the Company recently completed the successful preclinical development of CDX-1401, a candidate for study in multiple solid tumors.
The acquisition of CuraGen adds to Celldex’s clinical development program a number of important milestones anticipated over the next 12 to 18 months including:
Present data at ASCO in June of 2009
Phase 2 CDX-110 ACT II and ACTIVATE data in GBM
Phase 2 CR011 breast cancer and melanoma data
Phase 1 CDX-1307 combination data in epithelial cancers
Continue development of and/or enrollment in core clinical programs
Phase 2 ACT III study of CDX-110 in GBM; design of randomized study in GBM
Phase 2 CR011 studies in breast cancer and melanoma; determine next steps for CR011 development in breast cancer and melanoma
Phase 1 CDX-1307 novel combination therapy study in epithelial cancers
Initiate new clinical studies
Phase 2 CDX-1307 randomized study in bladder cancer
Phase 1/2 CDX-1401 study in multiple solid tumors
File at least one IND resulting from recent business development and licensing activities
Drive internal research to fuel an exciting pipeline of opportunities for future years
Transaction Terms
Under the terms of the definitive agreement, Celldex will acquire CuraGen in a tax-free stock-for-stock transaction, representing an equity value of approximately $94.5 million. The purchase price payable in this transaction is subject to certain adjustments described within the definitive agreement, including a collar of between 32.5% and 58% of Celldex's outstanding common stock. The transaction, which is subject to the receipt of CuraGen and Celldex stockholder approvals and other customary closing conditions, is expected to be completed in the third quarter of 2009.
CuraGen is expected to deliver $68.6 million in cash, net of acquisition-related costs, including transaction fees and severance payments and a closing balance sheet adjustment. At the close of the transaction, Celldex will assume $14.1 million of CuraGen’s 4% convertible debt due in February 2011, resulting in an expected $54.5 million of net cash. The Boards of Directors of each of Celldex and CuraGen have approved the transaction and unanimously recommended that their stockholders approve the transaction.
Celldex was advised by WBB Securities, LLC, Brean Murray, Carret & Co., LLC and Lowenstein Sandler PC. CuraGen was advised by Piper Jaffray & Co. and Wilmer Cutler Pickering Hale and Dorr LLP.
Conference Call Information
A joint conference call will be held on Friday, May 29, 2009 at 8:30 AM ET to discuss the proposed acquisition. The conference call may be accessed by visiting www.celldextherapeutics.com or www.curagen.com. The webcast and telephonic replay will be available following the filing of the conference call transcript with the SEC. |
