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American Pharmaceutical Partners (APPX) And American BioScience, Inc. Complete Merger To Form Abraxis BioScience, Inc.


4/19/2006 10:28:39 AM

LOS ANGELES--(BUSINESS WIRE)--April 18, 2006--American Pharmaceutical Partners, Inc. (NASDAQ:APPX - News): Strategic Combination Creates an Integrated, Global Biopharmaceutical Company Focused on the Needs of Critically Ill Patients Injectable Products Division Renamed Abraxis Pharmaceutical Products American Pharmaceutical Partners, Inc. (NASDAQ:APPX - News; APP), a specialty injectable pharmaceutical company, and its parent company American BioScience, Inc. (ABI), a biotechnology company, today announced that the merger between the two companies has been completed. The combined company is named Abraxis BioScience, Inc. (Abraxis) and its common stock will trade as of April 19 on the Nasdaq National Market under the new ticker symbol "ABBI."

Abraxis believes it is well positioned to build long-term value with sustainable high growth by capitalizing on the strong financial position of the injectables business and the significant global potential of ABRAXANE® for Injectable Suspension (paclitaxel protein-bound particles for injectable suspension) (albumin-bound) as well as the robust clinical programs and deep product development pipeline that leverage revolutionary technology such as the company's nab(TM) platform to discover and deliver breakthrough therapeutics that transform the treatment of cancer and other life-threatening diseases. The company is organized along four key operating divisions:

Abraxis Pharmaceutical Products -- This division, formerly known as American Pharmaceutical Partners, manufactures and markets a broad range of multi-source injectable drugs focused on oncology, critical care and anti-infectives; Abraxis Oncology -- The proprietary pharmaceuticals division is devoted to the global development and commercialization of next generation cancer therapies, such as ABRAXANE®, that target tumor biological pathways; Abraxis Research -- The discovery, research and development division is focused on creating a deep pipeline of injectable drugs and first-in-class technology platforms with rapid translation of breakthrough discoveries from the bench to the clinic; and Abraxis BioCapital -- This division is dedicated to establishing strategic collaborations with industry and academia to supplement and enhance in-house capabilities. "We believe this merger will allow us to maximize the true potential of both organizations as one fully-integrated, global entity building value for our shareholders, employees and customers and, ultimately, helping patients," said Patrick Soon-Shiong, M.D., chief executive officer and chairman of the board of Abraxis. "With the merger complete, our efforts are now focused on leveraging our R&D, manufacturing and distribution expertise, including our breakthrough proprietary nanoparticle albumin bound (nab(TM)) technology platform and deep pipeline of oncology and critical care product candidates, to create important new therapies for critically ill patients."

In addition to serving as chief executive officer and chairman of the board of Abraxis, Dr. Soon-Shiong serves as president of the Abraxis Research division. The board of directors for Abraxis also includes current board members David Chen, Ph.D., Stephen Nimer, M.D., Leonard Shapiro and Kirk Calhoun. Sir Richard Sykes, the former chairman and chief executive officer of Glaxo Wellcome plc and chairman of GlaxoSmithKline plc, is expected to join the board on or around the date of the next annual meeting of the stockholders.

Per the terms of the agreement announced on November 28, 2005, ABI shareholders and employees received a distribution of 86,096,523 shares of common stock in addition to the 47,984,160 shares previously owned. Abraxis BioScience now has approximately 158,961,321 shares outstanding on a fully-diluted basis.

In connection with the merger, Abraxis BioScience has obtained a new $450 million unsecured senior credit facility for a term of three years that will be used for general corporate purposes, replacing the existing $150 million credit facility.

About ABRAXANE®

The U.S. Food and Drug Administration approved ABRAXANE® for Injectable Suspension (paclitaxel protein-bound particles for injectable suspension) (albumin-bound) in January 2005 for the treatment of breast cancer after failure of combination chemotherapy for metastatic disease or relapse within six months of adjuvant chemotherapy. Prior therapy should have included an anthracycline unless clinically contraindicated. For the full prescribing information for ABRAXANE® please visit www.abraxane.com.

About Abraxis BioScience, Inc.

Abraxis BioScience, Inc. is an integrated global biopharmaceutical company dedicated to meeting the needs of critically ill patients. The company develops, manufactures and markets one of the broadest portfolios of injectable products and leverages revolutionary technology such as its nab(TM) platform to discover and deliver breakthrough therapeutics that transform the treatment of cancer and other life-threatening diseases. The first FDA approved product to use this nab platform, ABRAXANE®, was launched in 2005 for the treatment of metastatic breast cancer. Abraxis trades on the Nasdaq National Market under the symbol ABBI. For more information about the company and its products, please visit www.abraxisbio.com.

FORWARD-LOOKING STATEMENT

The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this press release include statements regarding our expectations, beliefs, hopes, goals, intentions, initiatives or strategies, including statements regarding the expected time of completion of the merger and the benefits of the merger, including the creation of an integrated, global biopharmaceutical leader with strong cash flow, the leverage of integrating APP's growing and profitable injectable pharmaceutical business with ABI's technology platform and product pipeline, the potential for long-term shareholder value, better positioning of the combined company to discover and synthesize pharmaceutical product candidates and anticipated leadership position in oncology utilizing the nab(TM) platform. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, adverse market reactions to the merger, failure of the benefits of the merger to materialize, difficulties in integrating the businesses and operations of the two companies, the adverse impact of production delays on the sales and marketing of the combined company's products, the costs associated with the ongoing launch of ABRAXANE and research and development associated with the nab(TM) technology platform, the continued market adoption and demand of ABRAXANE in North America and its potential market penetration outside of the U.S., difficulties or delays in developing, testing, obtaining regulatory approval of, and producing and marketing any other products, including those in ABI's pipeline, the impact of pharmaceutical industry regulation, the impact of competitive products and pricing, the availability and pricing of ingredients used in the manufacture of pharmaceutical products, the ability to successfully manufacture products in a time-sensitive and cost effective manner, the acceptance and demand of new pharmaceutical products, the impact of patents and other proprietary rights held by competitors and other third parties. Additional relevant information concerning risks can be found in APP's Form 10-K for the year ended December 31, 2005, APP's information statement filed on March 13, 2006 and other documents it has filed with the Securities and Exchange Commission.

Contact: American Pharmaceutical Partners, Inc. Christine Cassiano, 310-826-5102

Source: American Pharmaceutical Partners, Inc.



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