BASEL, Switzerland and TORONTO, July 23 - Roche (SWX: ROG) and
ARIUS Research Inc. (TSX:ARI) today announced that the two companies have
signed a definitive agreement for Roche to acquire ARIUS in an all-cash
transaction at a price of approximately C$191 million. ARIUS is the developer
of a proprietary antibody platform called FunctionFIRST(TM), which rapidly
identifies and selects antibodies based on their functional ability to affect
disease before progressing into clinical development. The FunctionFIRST(TM)
platform will allow Roche to further strengthen its developmental portfolio,
initially within the areas of oncology and inflammatory diseases where this
new technique offers potentially broad therapeutic applications.
"ARIUS' promising platform and early pipeline of new antibody candidates
represent an excellent fit with our own progressing research in the fields of
cancer and immunology," said Lee Babiss, Head of Global Research at Roche.
"The FunctionFIRST(TM) approach provides us with a large library of antibodies
from which we can identify the best new drug candidates for the development of
clinically differentiated medicines."
Commenting on the transaction, David S. Young, President and Chief
Executive Officer of ARIUS said: "Since founding ARIUS in 1999, we have
focused on developing a truly powerful platform for the development of new
antibodies for innovative cancer and immunological targets so that we can
contribute to revolutionising the prognosis for such diseases. Roche's
capabilities in biopharmaceutical research, development, manufacturing and
commercialisation offer us the ideal opportunity to realise the full potential
of our approach and pipeline of candidate drugs."
Roche will pay C$2.44 for each common share of ARIUS Research Inc. This
price represents a 15% premium to the closing price on 22 July 2008 and a 44%
premium to the 20-day volume-weighted average closing price ending 15 May 2008
(the last trading day prior to ARIUS' announcement that third parties have
shown interest in the company and its technologies). Roche will also acquire
all of the issued and outstanding warrants of ARIUS. Roche will pay C$1.44 for
each Class F Warrant and C$1.78 for each Class G Warrant. Additional
information regarding the deal structure will be set out in the management
information circular to be provided to shareholders and warrant holders.
The acquisition of ARIUS will be completed by way of a statutory plan of
arrangement under Canadian law. In addition to the approval of ARIUS'
shareholders and warrant holders, the transaction will also require court
approval. As part of the transaction, shareholders, warrant holders and
management representing 54.3% of outstanding shares and 72.3% of outstanding
warrants have entered into an agreement to support the transaction at the
shareholder meeting. The acquisition, which is also subject to customary
closing conditions including regulatory approvals, is expected to close in the
third quarter of 2008. It is the intention that the ARIUS site will remain
open and serve as a centre for the discovery of innovative biotherapeutics,
initially focusing on the areas of Oncology and Inflammation.
Aquilo Partners Inc., Reedland Capital Partners, and Dundee Securities
acted as financial advisors to ARIUS in connection with this transaction.
ARIUS is a biotechnology company discovering and developing the next wave
of antibody therapeutics to treat cancer and other diseases. At the core of
the Company is a unique, proprietary FunctionFIRST(TM) technology platform
that generates and selects therapeutic antibodies based on their activity.
This antibody generation engine has enabled ARIUS to develop a pipeline of
more than 400 antibody drug candidates. The company was founded in 1999 by
current President and Chief Executive, David S. Young. For further
information, please visit www.ariusmabs.com.
Headquartered in Basel, Switzerland, Roche is one of the world's leading
research-focused healthcare groups in the fields of pharmaceuticals and
diagnostics. As the world's biggest biotech company and an innovator of
products and services for the early detection, prevention, diagnosis and
treatment of diseases, the Group contributes on a broad range of fronts to
improving people's health and quality of life. Roche is the world leader in
in-vitro diagnostics and drugs for cancer and transplantation, and is a market
leader in virology. It is also active in other major therapeutic areas such as
autoimmune diseases, inflammatory and metabolic disorders and diseases of the
central nervous system. In 2007 sales by the Pharmaceuticals Division totalled
36.8 billion Swiss francs, and the Diagnostics Division posted sales of
9.3 billion francs. Roche has R&D agreements and strategic alliances with
numerous partners, including majority ownership interests in Genentech and
Chugai, and invested over 8 billion Swiss francs in R&D in 2007. Worldwide,
the Group employs about 79,000 people. Additional information is available on
the Internet at www.roche.com.
Certain statements in this news release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, which involve known and unknown risks, uncertainties and other
factors that may cause our actual results to be materially different from any
future results, performance or achievements expressed or implied by such
statements. Forward-looking statements in this release include, but are not
limited to, ARIUS successfully advancing its new product programs as well as
licensing opportunities. These statements are only predictions and actual
events or results may differ materially. Factors that could cause such actual
events or results expressed or implied by such forward-looking statements to
differ materially from any future results expressed or implied by such
statements include, but are not limited to: early stage of development;
technology and product development; dependence on and management of current
and future corporate collaborations; future capital needs; uncertainty of
additional funding; no assurance of market acceptance; dependence on
proprietary technology and uncertainty of patent protection; intense
competition; manufacturing and market uncertainties; and government
regulation. These and other factors are described in detail in ARIUS' Annual
Report, forthcoming news releases and other filings with Canadian securities
regulatory authorities available at www.sedar.com. Forward-looking statements
are based on our current expectations and ARIUS is not obligated to update
such information to reflect later events or developments.
For further information: Warren Whitehead, C.M.A., Chief Financial
Officer, ARIUS Research Inc., (416) 862-2323 ext. 214,
firstname.lastname@example.org; James Smith, Investor Relations, (416) 815-0700 ext.