VANCOUVER, British Columbia & CAMBRIDGE, England--(BUSINESS WIRE)--April 7, 2004--Inflazyme Pharmaceuticals Ltd. (TSX: IZP) and Adprotech Ltd., a private U.K. based company, today announced that they have entered into an agreement whereby, subject to necessary regulatory approvals, Inflazyme will acquire Adprotech. Inflazyme will issue approximately 12.7 million common shares to acquire all outstanding Adprotech shares in a deal valued at approximately CDN$20 million (see below).
The acquisition will give Inflazyme a new inflammation technology platform, complement inhibition, and a potential novel clinical compound being developed for the treatment of rheumatoid arthritis.
Ian McBeath, President and CEO of Inflazyme, said today, "Adprotech has been a pioneer in immune system research particularly in the field of complement inhibition. The acquisition of Adprotech gives Inflazyme access to a new approach to the treatment of inflammation, expanding our opportunities to bring new therapies to market. This new technology will be additive to Inflazyme's on-going research with the LSAIDs(TM) (Leukocyte Selective Anti-Inflammatory Drugs). It confirms our intent to be a leader in the area of inflammation."
Kieran Murphy, CEO of Adprotech, today said, "In merging with Inflazyme, we recognize the opportunity to bring expertise in inflammation and more resources to our efforts in complement research. The new larger company will be better positioned to advance the complement technology and deliver increased value to all shareholders."
Rationale for the Acquisition
- The acquisition of Adprotech will further strengthen Inflazyme's position as a leader in the development of novel anti-inflammatory therapies by adding a new, innovative, technology platform, complement inhibition, to its portfolio. The complement system is a key component of the innate immune system and a regulator of both acute and chronic inflammatory disorders. Activation of the complement system plays a major role in the normal inflammatory response to injury, but inappropriate activation may contribute to tissue damage associated with many different diseases. This acquisition of potential new inhibitors of complement will further enhance and differentiate Inflazyme's capabilities in inflammatory diseases.
- Inflazyme's clinical product pipeline will be expanded by the addition of APT070, a truncated recombinant form of CR1 (human complement receptor 1) linked to a moiety that targets the drug to the cell surface. This product is currently in early Phase I/II clinical trials in the U.K. with a lead indication in rheumatoid arthritis.
- Other approaches to complement inhibition are also being researched by Adprotech scientists, as well as studying various clinical indications in a range of diseases. Together, these will expand Inflazyme's research abilities and potentially provide additional opportunities for further clinical candidates.
- Adprotech has also developed a unique drug targeting system, Prodaptin(TM), which is able to tether various molecules to the surface of human cells. This technology platform applies not only to the complement program but offers further opportunities to expand into other research areas.
- Dr. Richard Smith, Chief Scientific Officer and a founder of Adprotech will join Inflazyme as Vice President, Protein Therapeutics.
Details of the Acquisition
Inflazyme will issue approximately 12.7 million common shares in exchange for all of the issued and outstanding shares of Adprotech. The acquisition has been approved by the Boards of Directors of both Adprotech and Inflazyme. Following the completion of the acquisition, expected on or about April 19, 2004, Adprotech shareholders would hold approximately 12% of the outstanding Inflazyme common shares. Adprotech shareholders have agreed to a lock up of their shares, which will be released on a percentage basis from a date four months after the transaction has closed. The transaction is subject to regulatory approvals including the listing approval of the Toronto Stock Exchange.
Based on the average closing price for Inflazyme's shares on the Toronto Stock Exchange for the 15-day period ended on the business day prior to this announcement of $1.59, the deal is valued at approximately CDN$20 million, which is approximately Pounds Sterling 8 million.
As of March 31st, 2004, Adprotech had cash and short-term investments of approximately CDN$7 million and working capital of approximately CDN$5 million. As of December 31st, 2003, Inflazyme had cash and short-term investments of CDN$32 million.
Details of Adprotech
Adprotech is a Cambridge, U.K., based biotechnology company developing new protein therapeutics based upon different approaches to the inhibition of the human complement system. Adprotech was formed in 1997 as a spin out from SmithKline Beecham (now Glaxo SmithKline) with Dr. Richard Smith being one of the founding scientists. Dr. Smith is a protein chemist and recognized expert in the field of complement regulatory therapeutics.
Adprotech has a portfolio of complement regulating products with various potential applications. Adprotech has further technology, the Prodaptin(TM) system, which is uniquely able to tether a variety of molecules to human cell surfaces in a site-specific manner, and may have applications across a wide range of therapeutic areas. In the current lead molecule, APT070, Prodaptin(TM) is combined with a fragment of CR1 to localize and retain the complement inhibitor on the cell surface where complement activation occurs, for greater efficacy and potentially longer duration of effect.
Adprotech has been advancing APT070 in clinical trials in rheumatoid arthritis (RA). The RA trial is a Phase I/II dose escalation study, in three groups of patients, reviewing the safety, tolerability and possible early indication of efficacy of APT070. The compound is administered by intra-articular injection and pain relief in the joint is assessed for 14 days following a single administration. The first dosage group has been completed and APT070 was shown to be safe and well tolerated. Upon a positive outcome of the study, expected by the end of 2004, Inflazyme may determine to expand research and also review other dosage forms.
What is Complement?
The complement system is a tightly regulated biochemical cascade of more than 30 serum and cellular proteins that forms part of the innate immune system designed to eliminate "harmful substances" (e.g. pathogens) from the body. Activation of the complement system plays a key role in the normal inflammatory response to injury, but inappropriate or excessive activation may contribute to tissue damage associated with many different diseases. Extensive pre-clinical studies with complement inhibitors have shown that this class of agent can exert therapeutic effects in various models of inflammation. Studies to date indicate that these anti-inflammatory effects are enhanced if complement regulators are tethered to cell surfaces and tissues using the Prodaptin(TM) technology.
Details of Inflazyme
Inflazyme is a Vancouver based biopharmaceutical company focused on developing new therapies for the treatment of inflammation and other related diseases. Inflazyme's lead technologies are a range of novel, small molecule LSAIDs(TM) that are being developed for a variety of inflammatory diseases. The most advanced LSAID(TM) molecule, IPL512,602, is currently in a Phase IIa asthma clinical trial, being carried out in collaboration with Aventis Pharma, the results of which are expected within Q2/Q3 of this year. Inflazyme has further research programs in thrombosis, inflammation and other related indications. Further information on the company may be obtained from its website at www.inflazyme.com.
Inflazyme will host a conference call to discuss this announcement on April 8 2004, at 5.00 a.m. Pacific time. Audio replay of the conference call will be available until May 7, 2004 by dialing 1-800-408-3053 or 416-695-5800 and entering passcode 3034018.
Statements in this news release other than historical information are forward-looking statements subject to risks and uncertainties. Actual results could differ materially depending on factors such as the availability of resources, the timing and effects of regulatory actions, the strength of competition, the outcome of litigation and the effectiveness of patent protection. Additional information regarding risks and uncertainties is set forth in the current Annual Information Form for Inflazyme on file with the Canadian Securities Commissions.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this information.
Inflazyme Pharmaceuticals Ltd. Ms. Julie Rezler Sr. Director, Corporate Development (800) 315-3660 or (604) 279-8511 Fax: (604) 279-8711 Email: firstname.lastname@example.org Website: www.inflazyme.com or
James Hoggan & Associates, Inc. Nancy McHarg Media Contact (604) 739-7500