SYDNEY, Aug. 9 /PRNewswire/ --
-- EvoGenix shareholders approve the merger with Peptech
-- Merged companies will form one of the strongest biotechnology companies
-- Antibody therapeutic products from the combined pipeline address a high
demand area for the pharmaceutical industry
In a landmark move for the Australian biotechnology industry, EvoGenix shareholders today voted in favour of a proposed merger of the company with Peptech Limited to form one of the strongest biotechnology companies in Australia.
In the decision, to be ratified by the Court on 17 August 2007, Peptech will acquire 100% of the issued shares in EvoGenix for 15 cents cash and 0.5055 Peptech shares for each EvoGenix share held.
The merged entity, to be renamed, will focus on developing antibody/protein-based products for the treatment of inflammatory diseases, bone disease and cancer and is well positioned to become a significant player in the worldwide antibody and protein therapeutics sector. Antibodies are the fastest growing class of drugs, with major product successes in the treatment of cancer, arthritis and infections driving a continued high level of interest in this sector from the pharmaceutical industry worldwide.
Peptech's lead antibody derivative, PN0621, entered Phase I human clinical trials in May this year, with a further two products from the EvoGenix pipeline expected to be ready for clinical development next year. The merged company will have in excess of $167 million in cash to advance product development and will receive on-going revenue streams from Abbott and Johnson & Johnson in relation to blockbuster anti-inflammatory antibody drugs Humira(R) and Remicade(R).
Dr. John Chiplin will be the CEO of the merged company, while a restructured board will oversee the next stage of its development. Two EvoGenix directors - the current Chairman, Chris Harris, and non-executive director, Robin Beaumont - will replace two current Peptech Directors. Current Peptech Chairman, Mel Bridges, will retire from the board following the recruitment of a new Non-Executive Chairman.
The management and scientific staff of EvoGenix will continue with the company, while Dr. Merilyn Sleigh, CEO of EvoGenix, will be retained in a senior advisory role.
Dr. John Chiplin, CEO of Peptech, commented: "This is an extremely important step for Peptech and for the Australian biotechnology industry as a whole. This transaction is transforming for both companies, in providing the required mix of people, skills, products, technology and cash to achieve success and international recognition. Our key focus will be on rapid development of an exciting product pipeline with substantial growth in the value of these assets expected over the next year or two. On behalf of the Peptech Board, I thank EvoGenix shareholders for the opportunity to build an Australian company of such exciting potential."
The EvoGenix Chairman, Chris Harris, acknowledged the strong support the company had received from its shareholders in the six years since its establishment and their vision in supporting the continuing growth of the company into this next stage. He commented: "I believe I speak for all of the EvoGenix board and management in saying that we will be 100% behind the merged company in building what we believe will be one of Australia's biotechnology flagships of the future."
The timeline for the finalisation of the merger is outlined in the table below. Shareholders in the merged company will be asked to approve a new name for the merged company at a shareholders' meeting which is expected to be held in October.
Peptech was advised by Citi Corporate and Investment Banking and EvoGenix was advised by ABN AMRO Morgans on the merger.
TIMETABLE OF EVENTS
17 August 2007 Court Approval Date for approval of the Scheme
20 August 2007 Effective Date - Court Order lodged with ASIC and
announced to ASX
20 August 2007 EvoGenix Shares cease trading on ASX at close of trading
21 August 2007 New Peptech Shares commence trading on ASX on a deferred
23 August 2007, Scheme Record Date for determining entitlements to Scheme
7.00 p.m. Consideration
28 August 2007 Implementation Date - Scheme Shares transferred to Peptech
and Scheme Consideration provided to Scheme Members
28 August 2007 Expected date of dispatch of holding statements for New
Peptech Shares to Scheme Members
29 August 2007 Trading of New Peptech Shares on a normal settlement basis
expected to commence on ASX/AIM
For more information:
Peptech was formed in 1985 and listed on the ASX in 1986. Peptech has a proven track record in commercialising its assets, realising over $300 million in revenues over the last six years. It has substantial on-going revenue streams from its licensing agreements with Abbott and Centocor, a subsidiary of Johnson & Johnson. It is dedicated to developing and providing antibody and peptide-based human therapeutic products for the treatment of cancer and inflammatory diseases. It is transitioning to a mid-stage development company as several of its products move from preclinical development into human trials, starting with the Company's lead product, PN0621, a differentiated anti-TNF compound based on a domain antibody. In addition to its ASX listing Peptech is listed on AIM (PTDx). Peptech recently announced a substantial ($6.6 million) grant from the Australian government under the government's Pharmaceuticals Partnerships Program to be used towards the R&D costs that will be incurred over the next two years. More information on the company is available at www.peptech.com.
EvoGenix was formed in 2001, acquired US company Absalus Inc in 2005 and listed on the ASX in the same year. EvoGenix has operations in Australia and the USA, and focuses on developing antibody therapeutics. Through the 2005 acquisition, it consolidated a powerful technology platform for converting research stage antibodies into products suitable for human testing. Based on its technology capabilities it has established collaborations with GlaxoSmithKline, CSL and Australian company Vegenics. These agreements generate immediate revenues and a long-term interest in products being developed through milestone and royalty payments. GSK recently confirmed successful delivery on the first project carried out by EvoGenix under their collaboration agreement. EvoGenix has also used its technology strengths to access and develop a number of internally-owned products in the areas of cancer, bone loss and respiratory infection. Its general intention is to out- license these products at an early stage to meet strategic opportunities in the sector, with selected products advanced internally through clinical testing. The first such product is due to commence development for the clinic at the end of 2007. More information on the company is available at www.evogenix.com.
For further details contact: Peptech Limited
Dr. John Chiplin
Chief Executive Officer
T: + 61 2 9870 8788
M: +61 406 381 343
Dr. Merilyn Sleigh
Chief Executive Officer
T: +61 2 8257 3393
M: +61 412 766 790
T: +61 2 9237 2800
Mobile: +61 422 916 422
CONTACT: Dr. John Chiplin, Chief Executive Officer, Peptech Limited, + 612 9870 8788, mobile +61 406 381 343, email@example.com; or Dr. MerilynSleigh, Chief Executive Officer, EvoGenix Limited, +61 2 8257 3393, mobile+61 412 766 790, firstname.lastname@example.org, or Rebecca Piercy, BuchanConsulting, +61 2 9237 2800, mobile +61 422 916 422, email@example.com,both for Peptech Limited