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Genome Therapeutics (GENE) And Genesoft Pharmaceuticals Announce Shareholder Approval Of Pending Merger


10/19/2005 5:09:53 PM

WALTHAM, Mass. and SOUTH SAN FRANCISCO--(BUSINESS WIRE)--Feb. 2, 2004--At separate special meetings held today, shareholders of Genome Therapeutics Corp. (Nasdaq: GENE) and Genesoft Pharmaceuticals approved each of the proposals relating to the pending merger of the two companies. The completion of the merger remains subject to various conditions discussed in the joint proxy statement/prospectus filed by Genome Therapeutics with the Securities and Exchange Commission on December 30, 2003, including the condition, unless waived, of raising at least $32 million of capital to fund the combined company. The merger is expected to close as soon as practicable.

Shareholders of Genome Therapeutics have approved all three proposals outlined in the joint proxy statement/prospectus, and Genesoft's shareholders have approved the two proposals put forward to them in the joint proxy statement/prospectus.

If the merger is completed, the combined company will concentrate its efforts on the launch of the FDA-approved fluoroquinolone antibiotic FACTIVE(R) (gemifloxacin mesylate tablets) in the second half of 2004. The combined company's product candidates would also include the novel antibiotic Ramoplanin, in Phase II and Phase III clinical trials, as well as oral peptide deformylase (PDF) inhibitors under preclinical investigation for treating respiratory tract infections.

A registration statement relating to the securities to be sold to finance the merged company has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

You may obtain a copy of the prospectus for the securities to be sold to finance the merged company free of charge at the website maintained by the SEC at www.sec.gov or by requesting it in writing from Genome Therapeutics Corp., 100 Beaver Street, Waltham, MA 02453 Attention: Investor Relations, telephone: (781) 398-2300.

Forward-Looking Statement for Genome Therapeutics

This news release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our management's judgment regarding future events. Forward-looking statements typically are identified by use of terms such as "may," "will," "should," "plan," "expect," "intend," "anticipate," "estimate," and similar words, although some forward-looking statements are expressed differently. We do not plan to update these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of risks affecting our business. These factors include Genome Therapeutics' or Genesoft's inability to satisfy the closing conditions of the merger, including the condition of raising additional capital to finance the combined company, the risk that the two companies' businesses will not be integrated successfully and the significant costs related to the proposed merger. Upon completion of the merger, our business will be significantly dependent upon the combined company's ability to launch the commercial sale of FACTIVE(R), and, due to the limitations on our resources and experience in commercializing products, there can be no assurance that we will be able to successfully launch FACTIVE. We continue to be subject to the risks related to our lead product candidate, Ramoplanin, such as (i) our inability to obtain regulatory approval to commercialize Ramoplanin due to negative, inconclusive or insufficient clinical data and (ii) delays in the progress of our clinical trials for Ramoplanin, and increased cost, due to the pace of enrollment of patients in the trials or fluctuations in the infection rate of enrolled patients. We are also subject to risks related to our inability or the inability of our alliance partners to (i) successfully develop products based on our genomics information, (ii) obtain the necessary regulatory approval for such products, (iii) effectively commercialize any products developed before our competitors are able to commercialize competing products or (iv) obtain and enforce intellectual property rights. In addition, we are subject to the risk factors set forth in Exhibit 99.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 27, 2003, in our Current Report on Form 8-K/A filed on January 30, 2004 and those set forth in other filings that we may make with the Securities and Exchange Commission from time to time.

Contacts

Genome Therapeutics Corp. Christopher Taylor, 781-398-2466 Investor Relations or

Sarah Emond, 781-398-2544 Media Relations



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