LAWRENCEVILLE, N.J.,
June 20, 2014 /PRNewswire/ -- Celsion
Corporation (Celsion) (NASDAQ: CLSN), an oncology drug development
company, today announced the completion of the acquisition by
Celsion of substantially all of the assets of EGEN, Inc. (EGEN), a
privately-held biopharmaceutical company focused on the development
of nucleic acid-based therapeutics for the treatment of cancer and
other difficult to treat diseases. The acquisition includes
EGEN's Phase Ib DNA-based immunotherapy product candidate EGEN-001
and its therapeutic platform technologies, TheraPlas™ for delivery
of DNA and mRNA, TheraSilence™ for delivery of RNA, and RAST™ for
Cell Enabled Expression and Secretion of RNA.
"Completing the acquisition of EGEN marks a defining event for
Celsion, as it brings together leading-edge assets and capabilities
with the opportunity to not only advance medicine and patient care
in cancer and other serious diseases, but create long-term value
for our shareholders," said Michael H.
Tardugno, Celsion's President and Chief Executive Officer.
"Now, all at once a fully integrated development company with
assets and capability from feasibility to commercialization,
we look forward to advancing our pipeline of chemotherapies,
immunotherapies and DNA or RNA-based therapies in the lab and in
ongoing or planned Phase III, II and I studies. Our strong
balance sheet provides us with an impressive internal development
runway, as well as allows us to develop collaborative partnerships
leveraging the power of our multiple platforms."
Under the terms of the agreement, CLSN Laboratories, Inc., a
wholly-owned subsidiary of Celsion (CLSN Laboratories), acquired
substantially all of the assets and assumed certain specified
liabilities of EGEN. At the closing, Celsion issued $8.5 million worth of common stock, representing
approximately 15.8% of its outstanding shares, paid approximately
$3.0 million in cash to EGEN, and
holds back $2.1 million worth of
common stock until August 2, 2016 for
expense adjustment and certain indemnification claims of Celsion.
In addition to the upfront payment, a total of $30.4 million in future milestone obligations are
payable to EGEN based on the successful completion of certain
clinical development and licensing milestones.
The combination of Celsion and EGEN will create a
fully-integrated, oncology-focused research and development company
with a multi-phase clinical pipeline, platform technologies for the
discovery of novel, nucleic acid-based immunotherapies and other
anti-cancer DNA/RNA therapies, and expertise from bench to bedside.
The transaction brings to Celsion EGEN's lead, Phase Ib clinical
candidate, EGEN-001, an IL-12 plasmid immunotherapy encased in a
nanoparticle delivery system, as well as three technology
platforms, TheraPlas™, TheraSilence™, and RAST™ for Cell Enabled
Expression and Secretion of RNA.
The transaction complements Celsion's lead development
candidate, ThermoDox®, a proprietary heat-activated liposomal
encapsulation of doxorubicin, currently in a pivotal, double-blind,
placebo-controlled, global Phase III trial (the OPTIMA Study) in
primary liver cancer.
CLSN Laboratories has retained all EGEN employees and will be
based in Huntsville, Alabama,
where Celsion also plans to consolidate all of its analytical
service and laboratory functions.
Cantor Fitzgerald & Co. acted as the financial advisor to
Celsion. Sidley Austin LLP and O'Melveny & Myers LLP acted as
legal counsel to Celsion for this transaction.
About ThermoDox®
ThermoDox® is a proprietary heat-activated liposomal
encapsulation of doxorubicin, an approved and frequently used
oncology drug for the treatment of a wide range of cancers.
ThermoDox® is being evaluated in a Phase III clinical trial for
primary liver cancer and a Phase II clinical trial for recurrent
chest wall breast cancer. Localized mild hyperthermia (39.5 - 42
degrees Celsius) created by radiofrequency ablation (RFA) releases
the entrapped doxorubicin from the liposome. This delivery
technology enables high concentrations of doxorubicin to be
deposited preferentially in a targeted tumor.
About EGEN, Inc.
EGEN, Inc., with laboratories and headquarters in Huntsville, Alabama, is a privately held
clinical stage biopharmaceutical company focused on developing
therapeutics for the treatment of human diseases. EGEN specializes
in the delivery of therapeutic nucleic acids (DNA and RNAi) aimed
at specific disease targets. The company has significant
intellectual property positions in synthetic carriers, their
combination with oligonucleotides, expression vectors and their
therapeutic applications. EGEN has research pipeline products aimed
at the treatment of various cancer and cardiovascular indications
and has collaborations with outside investigators, biotech
organizations, and universities on various projects in these
areas. For more information on EGEN, visit their website:
www.egeninc.com.
About Celsion Corporation
Celsion is dedicated to the development and commercialization of
innovative cancer drugs, including tumor-targeting treatments using
focused heat energy in combination with heat-activated liposomal
drug technology. Celsion has research, license or
commercialization agreements with leading institutions, including
the National Institutes of Health, Duke
University Medical Center, University
of Hong Kong, the University of Pisa, the UCLA Department of Medicine, the
Kyungpook National University Hospital,
the Beijing Cancer Hospital and the University of Oxford. For
more information on Celsion, visit our website:
http://www.celsion.com.
Celsion wishes to inform readers that forward-looking
statements in this release are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of
1995. Readers are cautioned that such forward-looking
statements, including, without limitation, statements about the
acquisition and the combined company as well as clinical and
pre-clinical programs, involve risks and uncertainties. These risks
and uncertainties include, without limitation, difficulties and
operational and financial risks associated with integrating Celsion
and EGEN after completion of the acquisition; unforeseen changes in
the course of research and development activities and in clinical
trials; the significant expense, time, and risk of failure of
conducting clinical trials; the need for Celsion to evaluate its
future development plans; termination of the Technology Development
Contract or collaboration between Celsion and Hisun at any time;
possible changes in cost and timing of development and testing,
capital structure, financial condition, working capital needs and
other financial items; possible acquisitions or licenses of other
technologies, assets or businesses or the possible failure to make
such acquisitions or licenses; possible actions by customers,
suppliers, competitors, regulatory authorities; and other risks
detailed from time to time in the Celsion's periodic reports filed
with the Securities and Exchange Commission, including its Form
10-Q filed on May 8, 2014. Celsion
assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events, new
information or otherwise.
Investor Contact
Jeffrey W.
Church
Senior Vice President and
Chief Financial Officer
609-482-2455
jchurch@celsion.com
SOURCE Celsion Corporation