Oxxon Therapeutics Inc. to be Acquired by Oxford BioMedica PLC for GBP 16 Million
Published: Mar 12, 2007
The transaction values Oxxon at GBP16 million, to be satisfied by the issue of Oxford BioMedica shares.
The acquisition of Oxxon provides Oxford BioMedica with a cancer immunotherapy product candidate (Hi-8® MEL), which is complementary to its own TroVax product candidate which is in late-stage development. In addition, Oxxon's strong intellectual property estate broadens and complements Oxford BioMedica's proprietary position in immunotherapy and gene-based medicines.
John Berriman, Executive Deputy Chairman of Oxxon, commented: "The management and founders of Oxxon are very pleased that we have been able to secure the future of our products and technology by joining forces with one of the world's leading companies in cancer vaccines and gene therapy. There is clear synergy between the two companies and, given Oxford BioMedica's technical and development expertise, we believe that this combination maximises the opportunity for Oxxon's technology."
Craig Smith, Chairman of Oxxon, commented: "We are very pleased with this transaction, which represents a highly satisfying outcome to the strategic initiative agreed just over a year ago between our Board and shareholders whose purpose was to secure the best possible future for Oxxon. I would like to thank John Berriman and his management team for their diligence and tenacity in executing our strategy and also our shareholders - principally Quester, MVM Life Science Partners and East Hill Management - for their support and confidence throughout, but especially during this key period of the company's development."
Professor Alan Kingsman, Chief Executive of Oxford BioMedica, commented: "We are very pleased to have been able to take this opportunity to acquire of Oxxon Therapeutics. The acquisition expands our immunotherapy pipeline and strengthens our intellectual property position in the field of immunology. Oxxon's Hi-8® MEL vaccine has generated encouraging Phase II results as a treatment of advanced melanoma. The market opportunity for an effective melanoma vaccine is substantial and this is a cancer type where our immunotherapy, TroVax, cannot be developed because, unlike the vast majority of human tumours, melanomas do not have 5T4 on the surface of the tumour cells. This acquisition is part of the implementation of a plan for the development of our pipeline following finalisation of a licensing deal for TroVax."
The transaction is valued at GBP16 million, to be satisfied by the issue 27,551,628 Oxford BioMedica shares to Oxxon shareholders for the entire share capital of Oxxon and 4,219,618 shares for the repayment of a loan from Oxxon shareholders to Oxxon. The number of shares to be issued has been determined by a reference price of 50.36p per share, being the average closing price of Oxford BioMedica shares over the last 30 days to 8 March 2007.
25,814,138 of the issued shares will be subject to a lock up agreement for six months followed by a period of orderly disposal through Oxford BioMedica's corporate brokers.
Application will be made to the United Kingdom Listing Authority ("UKLA") for the newly issued ordinary shares in Oxford BioMedica to be admitted to the Official List of the UKLA and to the London Stock Exchange plc for admission to trading on its market for listed securities ("Admission"). Under the terms of the UKLA listing rules the acquisition is a Class 2 transaction, which does not require shareholder approval. The transaction is conditional upon Admission.
N M Rothschild & Sons Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for Oxford BioMedica and no one else in relation to the transaction and will not be responsible to anyone other than Oxford BioMedica for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to the proposed transaction.
Notes to editors
1. Oxxon Therapeutics
Oxxon Therapeutics is a private UK-based company developing innovative, antigen-specific immunotherapies to treat patients with cancer and chronic infectious diseases. The company's product pipeline is based on its proprietary Hi-8® PrimeBoost immunotherapy platform, which is designed to stimulate potent cellular immune responses. Oxxon has successfully completed a Phase II trial in melanoma and has products candidates for the treatment of hepatitis B and HIV.
Oxxon's Hi-8® PrimeBoost therapy is a two-step approach whereby a 'prime' vector encoding a disease-specific antigen(s) stimulates the immune system to produce disease-specific T cells and is followed by a 'boost' containing the same antigen(s) delivered in a non-replicating viral vector. The boost amplifies the disease-specific T cells and creates a significant population of memory T cells to target and eliminate diseased cells. The company and its collaborators have demonstrated in published preclinical and human clinical studies that this approach yields extremely potent T cell responses against the disease antigens encoded in the Hi-8® PrimeBoost treatment as well as clinical benefit for patients. In addition, Hi-8® PrimeBoost regimens have been safe in over 30 clinical studies in more than 800 patients and healthy volunteers.
Oxxon has built a strong intellectual property estate around the Hi-8® PrimeBoost platform, vectors, antigens and products, which includes rights to 23 patent families resulting in over 100 issued patents or patent applications. The Hi-8® PrimeBoost platform has broad potential applications in preventative vaccines as well as therapeutic products.
Oxxon was founded in 1999 by a team of experts in immunology from Oxford University: Professor Adrian Hill, Wellcome Trust Principal Research Fellow and Director, The Jenner Institute, University of Oxford; Professor Andrew McMichael, Director of the Weatherall Institute of Molecular Medicine at the University of Oxford; Professor Geoffrey Smith, Wellcome Trust Principal Research Fellow, Imperial School of Medicine, and; Dr Joerg Schneider, Vice President of Research at Oxxon Therapeutics. The Company's main investors include MVM Life Science Partners (UK), Quester (UK), NIF Ventures (Japan) and East Hill Management (USA).
Further information is available at www.oxti.com
2. Oxford BioMedica
Oxford BioMedica (LSE: OXB - News) is a biopharmaceutical company specialising in the development of novel gene-based therapeutics with a focus on oncology and neurotherapy. The Company was established in 1995 as a spin out from Oxford University, and is listed on the London Stock Exchange.
Oxford BioMedica has core expertise in gene delivery, as well as in-house clinical, regulatory and manufacturing know-how. In oncology, the pipeline includes two clinical candidates and a preclinical targeted antibody therapy, which is being developed in collaboration with Wyeth. The Company has started Phase III development of its lead cancer immunotherapy product, TroVax, in renal cancer and has an ongoing Phase II programme in various cancer settings including renal, colorectal and prostate cancer. In neurotherapy, the Company's lead product, ProSavin, is expected to enter clinical trials in Parkinson's disease in 2007. The preclinical pipeline includes gene-based products for vision loss, motor neuron disease and nerve repair.
The Company is underpinned by over 80 patent families, which represent one of the broadest patent estates in the field. The Company has a staff of 72 split between its main facilities in Oxford and its wholly owned subsidiary, BioMedica Inc, in San Diego, California. Oxford BioMedica has corporate collaborations with Wyeth, Intervet, Sigma-Aldrich, Viragen, MolMed and VIRxSYS; and has licensed technology to a number of companies including Merck & Co, Biogen Idec, GlaxoSmithKline and Pfizer.
Further information is available at www.oxfordbiomedica.co.uk
Source: Oxxon Therapeutics Limited and Oxford BioMedica - LSE: OXB