News - Stock halted
Avant Immunotherapeutics, Inc. Formed By Merger of T Cell Sciences and Virus Research Institute
PR Newswire - May 12, 1998 12:06
TCEL VRII %MTC %TNM V%PRN P%PRN
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NEEDHAM, Mass., May 12 /PRNewswire/ -- T Cell Sciences, Inc. (Nasdaq: TCEL) and Virus Research Institute, Inc. (Nasdaq: VRII) of Cambridge, MA, today jointly announced that they have signed a definitive merger agreement whereby T Cell Sciences, Inc. (T Cell) will acquire Virus Research Institute, Inc. (VRI). The combined company will be named Avant Immunotherapeutics, Inc., and will trade on the Nasdaq National Market System. Both companies view this merger as an important step in becoming a world leader in the discovery and development of novel products that harness the immune response to prevent and treat human disease.
Avant Immunotherapeutics will have twelve products in or planned for clinical trials by mid-1999. Three of these products are currently in Phase II clinical trials including TP10 for lung transplantation and Rotavirus and Influenza vaccines. In addition, Avant will have five strategic alliances with major pharmaceutical partners including Astra, Novartis, Pasteur Merieux Connaught, SmithKline Beecham, and Yamanouchi.
Under the terms of the merger agreement, which is subject to shareholder and regulatory approval, T Cell will issue 1.55 shares of T Cell Common Stock and 0.2 warrants for each share of VRI Common Stock. Based on this exchange ratio, T Cell and VRI shareholders will own approximately 66% and 34% of Avant, respectively. Each warrant represents the right to purchase one share of T Cell Common Stock for $6.00 per share and will expire five years from the closing date. The transaction has been approved by the Boards of Directors of both corporations. Certain stockholders owning approximately 34.4% of the outstanding Common Stock of VRI have agreed to vote their shares in favor of the merger. The transaction is expected to close during the third quarter of 1998. As of March 31, 1998, Avant would have had approximately $25.9 million of cash and marketable securities on a proforma basis.
Dr. Una S. Ryan will be President and Chief Executive Officer of Avant Immunotherapeutics. Dr. J. Barrie Ward will be Executive Chairman of the Board of the new company.
"There is tremendous opportunity in the creation of Avant Immunotherapeutics," said Una S. Ryan, Ph.D., President and Chief Executive Officer of T Cell Sciences. "The new company will have a broad product pipeline with three products in Phase II clinical trials, two products in Phase I and a preclinical development pipeline focused on major new areas of opportunity. Our combined technologies and product pipelines create a wealth of new business opportunities that address large unmet markets including cardiovascular, transplantation, cancer, infectious and autoimmune diseases. We believe this merger is a major first step in building a unique immunotherapeutic franchise."
"There is great synergy between our two organizations," noted J. Barrie Ward, Ph.D., Chairman and Chief Executive Officer of VRI. "We expect that combining VRI's technologies and people with those of T Cell will position Avant Immunotherapeutics to be a world leader in generating novel immunological products to prevent and treat important health challenges. Avant will have a large and diverse product pipeline and an outstanding set of pharmaceutical partners."
The creation of Avant Immunotherapeutics is expected to generate synergy in a number of areas. The merger brings together two organizations with outstanding managerial and scientific experience in developing innovative products which exploit the body's immune response mechanisms. The combination broadens the scope of T Cell's therapeutic programs for immune and cardiovascular diseases to include prophylactic vaccines and new, wider- ranging opportunities in immunotherapeutics. Beyond the numerous products currently in development, VRI's experience in vaccines, adjuvants and vaccine delivery systems is expected to facilitate the commercialization of the CETP immunotherapeutic vaccine for atherosclerosis. Together, the companies believe that they are uniquely positioned to exploit the broad range of immunotherapeutic opportunities offered by Therapore(TM) for treating chronic viral infections and cancer.
Lehman Brothers acted as financial advisor to T Cell, and Hambrecht & Quist acted as financial advisor to VRI.
T Cell Sciences, Inc. is a biopharmaceutical company engaged in the discovery and development of innovative pharmaceuticals targeting certain diseases of the immune, inflammatory and cardiovascular systems. The Company's lead therapeutic program is focused on developing compounds that inhibit the inappropriate activation of the complement cascade, which is a vital part of the body's immune defense system. The Company is also engaged in the discovery and development of T cell activation inhibitors for the prevention of transplant rejection and autoimmune diseases, and a vaccine for the management of atherosclerosis. Additional information on T Cell Sciences can be obtained through the Company's site on the World Wide Web: tcell.com.
Virus Research Institute, Inc. is engaged in the discovery and development of systems for the delivery of vaccines and immunotherapeutics and novel vaccines. The Company is developing a portfolio of vaccine delivery systems designed to improve the efficacy, lower the cost of administration, and improve patient compliance for a variety of vaccine products. VRI and its collaborators are currently applying the delivery systems to develop vaccines for the prevention of influenza, Lyme disease, respiratory syncytial virus (RSV), and H. pylori infections. In a further collaboration, the Company is developing an oral human rotavirus vaccine, and it is developing its own proprietary vaccine for genital herpes. VRI is also engaged in the research and development of Therapore(TM), a novel system for the delivery of immunotherapeutics for chronic viral infections and cancers.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements which reflect T Cell's or VRI's current views with respect to future events and financial performance. The words "believe," "expect," "anticipate," and similar expressions identify forward-looking statements. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. These factors include, but are not limited to: (1) The ability to successfully complete development and marketing of products, including preclinical and clinical studies; (2) the ability to successfully complete product research and development including pre-clinical and clinical studies, and commercialization; (3) the ability to obtain substantial additional funding; (4) the ability to obtain required governmental approvals; (5) the ability to develop and commercialize products before its competitors; and (6)other factors detailed from time to time in filings with the Securities and Exchange Commission.
SOURCE T Cell Sciences, Inc.
/CONTACT: Una S. Ryan, Ph.D., President and Chief Executive Officer of
T Cell Sciences, Inc., 781-433-0771, tcell@versal.com or J. Barrie Ward,
Chairman and Chief Executive Officer of Virus Research Institute, Inc.,
617-864-6232/
(TCEL VRII)
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