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GPC Biotech AG (GPCG.DE) Shareholders Approve Merger Into New Agennix AG



6/24/2009 7:32:03 AM

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GPC Biotech AG announced that the shareholders' meeting today approved the adoption of the merger agreement between the Company and diagennix GmbH (to be renamed Agennix AG and converted into a stock corporation). Pursuant to the merger agreement, GPC Biotech, as transferring entity, is to be merged into Agennix AG, as absorbing entity, to which were contributed all the shares of Agennix Incorporated (by its sole shareholder) and a EUR 15 million cash contribution by dievini Hopp BioTech holding GmbH & Co KG, an investment company of Dietmar Hopp, co-founder of SAP, and one of the largest shareholders of GPC Biotech. The merger is expected to close by the end of 2009.

Torsten Hombeck, Ph.D., Chief Financial Officer and Management Board member of GPC Biotech, who will also serve in these roles for Agennix AG, said: "We are very pleased that our shareholders have approved the proposed merger. We are excited to be joining with Agennix to develop talactoferrin, as well as our own clinical stage programs. Talactoferrin is a novel approach to cancer therapy that is currently in Phase 3 clinical development in non-small cell lung cancer, an area of major unmet need and the most frequent cause of cancer death."

Dr. Hombeck continued: "We are already working closely with Agennix Inc. under a services agreement to assist in advancing talactoferrin and, importantly, in evaluating promising partnering opportunities for this exciting program. The good working relationship between the two companies, together with the cash contribution provided by dievini Hopp BioTech holding, will enable us to get Agennix AG off to a good start at the time the merger closes."

According to the terms of the merger agreement, GPC Biotech shareholders will receive one ordinary share of Agennix AG for every five shares they own of GPC Biotech AG, with any remaining fraction to be settled in cash by WestLB, the trustee appointed by the Company. The shares of Agennix AG will be admitted to trading on the Frankfurt Stock Exchange, Prime Standard, as soon as practically possible after the effectiveness of the merger. The share exchange will be settled through the book entry facilities of Clearstream Banking AG, Frankfurt am Main. Shareholders do not need to take any action themselves. Immediately following the closing of the merger, current GPC Biotech shareholders will own approximately 39.4% of Agennix AG. The former shareholders of Agennix Incorporated will own 48%, and the remaining 12.6% is being attributed to the EUR 15 million cash contribution by dievini Hopp BioTech holding.

Annual Shareholders' Meeting -- Additional Results

Dr. Bernd Seizinger's term as Chief Executive Officer of GPC Biotech ended, as planned, at the end of today's Annual Shareholders' Meeting. The shareholders also approved a reduction to the size of the GPC Biotech Supervisory Board from six to three members. Dr. Seizinger was elected to the Supervisory Board by the shareholders. Prof. Juergen Drews continues to be Chairman of the Board, and Mr. James Frates will continue to serve as the third member of the Supervisory Board.

Juergen Drews, M.D., Ph.D., Chairman of the Supervisory Board, said: "I would like to thank Dr. Seizinger for his many years of dedicated service to the Company. We are very pleased that he has committed to serving GPC Biotech as a member of the Supervisory Board and look forward to continuing to use his extensive expertise in the industry, particularly in the area of oncology."

Bernd R. Seizinger, M.D., Ph.D. said: "I am very excited about the approval of the merger by GPC Biotech's shareholders. I firmly believe that the new company has a bright future and look forward to continuing to support it as a member of the Supervisory Board."

About GPC Biotech

GPC Biotech AG is a publicly traded biopharmaceutical company focused on developing anti-cancer drugs. The Company currently has two programs in clinical development: satraplatin, an oral platinum compound, and RGB-286638, a multi-targeted protein kinase inhibitor. The Company's shareholders have approved a merger agreement pursuant to which the Company will combine its business with Agennix Incorporated, a privately held biotechnology company located in Houston, Texas. Agennix is developing oral talactoferrin, a product candidate that is currently in Phase 3 trials for non-small cell lung cancer. GPC Biotech AG is headquartered in Martinsried/Munich (Germany) and has a wholly owned U.S. subsidiary in Princeton, New Jersey. For additional information, please visit GPC Biotech's Web site at www.gpc-biotech.com.

This press release contains forward-looking statements, which express the current beliefs and expectations of the management of GPC Biotech. Such statements are based on current expectations and are subject to risks and uncertainties, many of which are beyond our control, that could cause future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially depending on a number of factors, and we caution investors not to place undue reliance on the forward-looking statements contained in this press release. There can be no guarantee that the merger between the Company and diagennix GmbH will be completed in a timely manner, if at all. Forward-looking statements speak only as of the date on which they are made and GPC Biotech undertakes no obligation to update these forward-looking statements, even if new information becomes available in the future. Contact:

For further information, please contact: ?GPC Biotech AG Investor Relations & Corporate Communications Phone: +49 (0)89 8565-2693 ir@gpc-biotech.com

In the U.S.: Laurie Doyle Director, Investor Relations & Corporate Communications Phone: +1 (609) 524-5884 usinvestors@gpc-biotech.com

Additional media contacts for GPC Biotech for Europe: MC Services AG Phone: +49 (0) 89 210 228 0 Raimund Gabriel raimund.gabriel@mc-services.eu Hilda Juhasz hilda.juhasz@mc-services.eu

Additional investor contact for GPC Biotech for Europe: Trout International LLC Lauren Rigg Vice President Phone: + 44 7958 669 896 lrigg@troutgroup.com


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