COPENHAGEN and OSLO, March 4 /PRNewswire/ -- Pharmexa A/S and Affitech AS announced today that they have entered into a conditional agreement to merge the two companies by means of a share for share acquisition by Pharmexa A/S of the private Norwegian company, Affitech AS. The purpose of the merger is to transform Pharmexa from a cancer and infectious disease vaccine business into a company focused on the research and development of human antibody therapeutic drugs.
Under the terms of the merger agreement, Pharmexa will offer to acquire 100% of the outstanding and issued share capital of Affitech AS in exchange for newly issued shares in Pharmexa. On completion of the transaction, Affitech shareholders will own approximately 70% and Pharmexa shareholders 30% of the merged Company. The combined Company will be renamed Affitech A/S and it is the aim to continue the Company's listing on the Nasdaq OMX exchange in Copenhagen. The existing Affitech drug discovery business in Oslo will be renamed Affitech Research AS.
As part of the merger certain Affitech shareholders will undertake to participate in a new share issue which Pharmexa expects to take place during Q2 or Q3 2009.
Aims of the Merger
The acquisition of Affitech by Pharmexa is intended to create a new European biopharmaceutical company listed on the Nasdaq OMX Copenhagen exchange dedicated to the discovery and development of human antibody therapeutics in cancer and other diseases of unmet medical need. The integration of the two companies marks a transformational event by combining the antibody discovery expertise and early product pipeline of Affitech with the drug development capabilities, processes and infrastructure of Pharmexa. The combined Company will focus its activities entirely in the field of human antibody therapeutics. Antibodies constitute one of the most commercially successful fields in the biotechnology sector.
Announcing the merger, Dr. Achim Kaufhold, CEO of Pharmexa said: "Pharmexa has experienced product setbacks over the last year which have led us to consider a variety of strategic options to revitalise the business and to generate future value for our shareholders. The acquisition of Affitech builds on the expertise and capabilities of Pharmexa, but is also a transformational event that moves us into the exciting field of antibody therapeutics, one of the most attractive sectors of the biopharmaceutical industry.
Following several high value mergers and acquisitions in the antibody discovery field, Affitech remains one of only a limited number of independent companies with a strong position in high throughput screening of antibody libraries. Meanwhile, there is an increasing demand for antibody therapeutics as pipeline products from major pharma companies. This transaction will create a technology innovator and product developer that is expected to be able to meet this demand for new antibody therapeutics at all levels-from discovery through to clinical stage products. The acquisition of Affitech is intended to be the first step in creating a leading new Company in the antibody field with the potential for sustained growth in shareholder value".
Dr. Martin Welschof, CEO of Affitech, also commented: "Affitech has developed a fully integrated antibody discovery platform consisting of human antibody libraries with high functionality, based on phagemid display technology plus several screening technologies with high degree of versatility. Through partnerships with both pharma and biotech businesses, we have demonstrated that this platform is highly productive in identifying competitive new antibody drugs. As a direct result of the merger, Affitech will have the capability for the first time to develop its own antibody products through human clinical trials."
CONTACT: Pharmexa, Claude Mikkelsen, Senior Vice President, Finance &
Investor Relations, Tel. +45-4516-2525 or +45-4060-2558; Achim Kaufhold,
Chief Executive Officer, Tel +45-4516-2525; Affitech, Martin Weschof, Chief
Executive Officer, Tel. +47-22-95-88-77