- Merger will Create a Publicly Traded,
Global Biosimilar Enterprise Focused on Improving Patient Access to
Important Medicines
- Epirus Closes $36 Million Series B
Financing Round
- Management to Hold Conference Call at
8:30 A.M. EDT
Zalicus Inc. (Nasdaq Capital Market: ZLCS) (Zalicus), and Epirus
Biopharmaceuticals, Inc. (Epirus), a Boston-based biopharmaceutical
company focused on the global development and commercialization of
biosimilar monoclonal antibodies, announced today that they have
entered into a definitive agreement under which Epirus will merge
with a wholly-owned subsidiary of Zalicus in an all-stock
transaction. Following closing, Zalicus will be re-named Epirus
Biopharmaceuticals, Inc., and will operate under the leadership of
the Epirus management team with Amit Munshi serving as the
president and chief executive officer. In addition, Dr. Mark H.N.
Corrigan will serve as chairman of the company’s board of
directors, which will have representatives from both the existing
Epirus and Zalicus boards.
The merger will create a Nasdaq-listed, publicly traded company
focused on building a global biosimilar enterprise to improve
patient access to important medicines. Epirus is currently
developing a pipeline of biosimilars, including BOW015, a
biosimilar to Remicade®, BOW050, a biosimilar to Humira®, and
BOW030 a biosimilar to Avastin®.
Epirus also announced today that it has closed a $36 million
Series B financing round led by Livzon Mabpharm, Inc. Other
investors participating in this round include Adage Capital,
Greenwoods Investment, Gibralt US, Inc., Monashee Capital Partners
LP, and an investment affiliate of Mousse Partners, as well as
existing investors TPG Biotech®, Montreux Equity Partners and 5AM
Ventures.
Mark H.N. Corrigan, M.D., president and CEO of Zalicus, said,
“We are strong believers in the upside of this newly combined
company and the potential of the biosimilar space. Epirus’
strategic model and experienced management team, coupled with
Zalicus’ knowledge of the rheumatoid arthritis space and global
clinical development expertise, position us well to leverage our
strong relationships with key opinion leaders and experience in
conducting European clinical trials in RA. This merger creates a
dynamic and exciting new enterprise to successfully develop and
commercialize biosimilars for the global market. After an extensive
review of potential merger candidates and their product pipelines,
Zalicus identified Epirus as an organization with the potential to
create significant value for our shareholders.”
“Under the new company structure, we will continue to
aggressively advance our pipeline of biosimilars, and address
diverse global biosimilar markets through local partnerships,” said
Amit Munshi, president and CEO of Epirus. “Through this
transaction, we gain access to additional financial resources as
well as clinical trial experience in the rheumatoid arthritis
space. Our combined team is committed to expanding patient access
to important medications.”
The percentage of the combined company that Zalicus stockholders
will own as of the closing of the merger is subject to adjustment
at the closing based on the level of Zalicus’ net cash at the
closing. On a pro forma basis, based upon the number of shares of
Zalicus common stock to be issued in the merger, (i) current
Zalicus stockholders will own approximately 19% of the combined
company and current Epirus stockholders will own approximately 81%
of the Company if Zalicus’ net cash at closing is equal to or in
excess of $12 million, (ii) current Zalicus stockholders will own
approximately 17% of the combined company and current Epirus
stockholders will own approximately 83% of the Company if Zalicus’
net cash at closing is equal to or in excess of $9 million but less
than $12 million, and (iii) current Zalicus stockholders will own
approximately 14% of the combined company and current Epirus
stockholders will own approximately 86% of the Company if Zalicus’
net cash at closing is equal to or less than $9 million. Zalicus is
exploring different alternatives to increase its level of net cash.
However, based on Zalicus’ current level of net cash and taking
into account Zalicus’ projected expenses in connection with the
proposed transaction, if the merger were to close today, the
stockholders of Zalicus would own appropriately 14% of the combined
company and current Epirus stockholders would own approximately 86%
of the combined company. There can be no assurances that any
actions taken by Zalicus to attempt to increase its level of net
cash between now and closing will be successful or that any such
alternatives are available to Zalicus.
The merger is subject to customary closing conditions, including
approval of the stockholders of Zalicus and Epirus. The Boards of
Directors of both Zalicus and Epirus have unanimously approved the
transaction and recommended that their stockholders vote in favor
of the transaction. The transaction is currently expected to close
during the summer of 2014.
Wedbush PacGrow Life Sciences and Goodwin Procter are acting as
financial and legal advisors, respectively, to Zalicus and Leerink
Partners LLC and Latham & Watkins are acting as financial and
legal advisors, respectively, to Epirus.
Conference Call Information
Zalicus and Epirus will host a conference call and audio webcast
today at 8:30 a.m. EDT to discuss the merger agreement. To access
the conference call, please dial 1-877-870-4263 (domestic) or
1-412-317-0790 (international) at least five minutes prior to the
start time and refer to conference “Epirus and Zalicus Merger
Agreement.”
To access materials that will be shared by Zalicus and Epirus
during this conference call, please visit www.epirusbiopharma.com
or www.zalicus.com.
An audio webcast of the call will also be available on the
Investors section of the Zalicus website www.zalicus.com. An
archived webcast will be available on the Company’s website
approximately two hours after the event.
About Zalicus
Zalicus Inc. (NASDAQ: ZLCS) is a biopharmaceutical company that
discovers and develops novel treatments for patients suffering from
pain and inflammation. Zalicus has a portfolio of proprietary
clinical-stage product candidates targeting pain and has entered
into multiple revenue-generating collaborations with large
pharmaceutical companies relating to other products, product
candidates and drug discovery technologies. Zalicus applies its
expertise in the discovery and development of selective ion channel
modulators and its combination high throughput screening
capabilities to discover innovative therapeutics for itself and its
collaborators in the areas of pain and oncology. To learn more
about Zalicus, please visit www.zalicus.com.
About EPIRUS
Epirus is building a global biosimilar enterprise to improve
patient access to important medicines. The Company’s strategy for
commercial success relies on targeted approaches for diverse global
markets.
For emerging markets with accessible regulatory frameworks for
biosimilars, Epirus develops partnerships with local companies to
accelerate regulatory approval and commercialize its products.
For high-growth global markets where local manufacturing confers
strategic and operational advantages, Epirus intends to use its
SCALE™ platform to deliver an “In Market, For Market™”
manufacturing solution with local partners.
For large markets with an established biosimilar regulatory
framework, such as Europe, Epirus plans to commercialize its
products using a combination of direct sales and local
distributors.
More information about Epirus can be found at
www.epirusbiopharma.com
Additional Information Will Be Filed with the SEC
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Zalicus or Epirus
or the solicitation of any vote or approval. In connection with the
proposed transaction, Zalicus will file with the SEC a Registration
Statement on Form S-4 containing a joint proxy
statement/prospectus. The joint proxy statement/prospectus will
contain important information about Zalicus, Epirus, the
transaction and related matters. Zalicus and Epirus will mail or
otherwise deliver the joint proxy statement/prospectus to their
respective stockholders when it becomes available. Investors and
security holders of Zalicus and Epirus are urged to read carefully
the joint proxy statement/prospectus relating to the merger
(including any amendments or supplements thereto) in its entirety
when it is available, because it will contain important information
about the proposed transaction.
Investors and security holders of Zalicus will be able to obtain
free copies of the joint proxy statement/prospectus for the
proposed merger (when it is available) and other documents filed
with the SEC by Zalicus through the website maintained by the SEC
at www.sec.gov. In addition, investors and security holders of
Zalicus will be able to obtain free copies of the joint proxy
statement/prospectus for the proposed merger (when it is available)
by contacting Zalicus, Attn: Justin Renz, jrenz@zalicus.com.
Investors and security holders of Epirus will be able to obtain
free copies of the joint proxy statement/prospectus for the merger
by contacting Epirus, Attn: Edward Scott,
escott@epirusbiopharma.com.
Zalicus and Epirus, and their respective directors and certain
of their executive officers, may be deemed to be participants in
the solicitation of proxies in respect of the transactions
contemplated by the agreement between Zalicus and Epirus.
Information regarding Zalicus’ directors and executive officers is
contained in Zalicus’ Annual Report on Form 10-K for the fiscal
year ended December 31, 2013, which was filed with the SEC on March
14, 2014, and will also be available in the joint proxy
statement/prospectus that will be filed by Zalicus with the SEC in
connection with the proposed transaction. Information regarding
Zalicus’ directors and officers and a more complete description of
the interests of Epirus’ directors and officers in the proposed
transaction will be available in the joint proxy
statement/prospectus that will be filed by Zalicus with the SEC in
connection with the proposed transaction.
Forward-Looking Statements
Any statements made in this press release relating to future
financial or business performance, conditions, plans, prospects,
trends, or strategies and other financial and business matters,
including without limitation, the potential closing date of the
transaction, the amount of Zalicus’s net cash at closing, and the
prospects for commercializing or selling any medicines or other
products, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. In addition, when
or if used in this press release, the words "may," "could,"
"should," "anticipate," "believe," "estimate," "expect," "intend,"
"plan," "predict" and similar expressions and their variants, as
they relate to Zalicus, Epirus or the management of either company,
before or after the aforementioned merger, may identify
forward-looking statements. Zalicus and Epirus caution that these
forward-looking statements are subject to numerous assumptions,
risks, and uncertainties, which change over time. Important factors
that may cause actual results to differ materially from the results
discussed in the forward-looking statements or historical
experience include risks and uncertainties, including the failure
by Zalicus or Epirus to secure and maintain relationships with
collaborators; risks relating to clinical trials; risks relating to
the commercialization, if any, of Zalicus’ or Epirus’ proposed
product candidates (such as marketing, regulatory, product
liability, supply, competition, and other risks); dependence on the
efforts of third parties; dependence on intellectual property; and
risks that Zalicus or Epirus may lack the financial resources and
access to capital to fund proposed operations. Further information
on the factors and risks that could affect Zalicus’ business,
financial conditions and results of operations are contained in
Zalicus’ filings with the U.S. Securities and Exchange Commission,
which are available at www.sec.gov. The forward-looking statements
represent the estimates of Zalicus and Epirus as of the date hereof
only, and Zalicus and Epirus specifically disclaim any duty or
obligation to update forward-looking statements.
(c) 2014 Zalicus Inc. All rights reserved.
Investor Contact:Zalicus Inc.Justin Renz, CFO,
617-301-7575JRenz@zalicus.comorMedia Contact:Russo Partners
LLCTony Russo, 212-845-4251tony.russo@russopartnersllc.comorAndreas
Marathovouniotis,
212-845-4235andreas.marathis@russopartnersllc.com
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