Astex Pharmaceuticals Responds to Further Misleading Claims Made by Sarissa Capital
October 09 2013 - 10:37PM
Astex Pharmaceuticals, Inc. (Nasdaq:ASTX) ("Astex"), a
pharmaceutical company dedicated to the discovery and development
of novel small molecule therapeutics, issued the following
statement in response to further misleading claims made by Sarissa
Capital in a press release issued earlier today:
We are disappointed that Sarissa Capital continues to mislead
Astex stockholders with information that is incomplete, taken out
of context and does not provide full and accurate information to
Astex stockholders.
In a last-ditch attempt to unnecessarily delay and possibly
derail the premium, all-cash transaction with Otsuka, earlier today
Sarissa Capital issued a press release about a collaborators'
compound, LEE011, a clinical-stage, potential cancer treatment that
is being developed by Novartis. Consider these facts:
- The Astex Board of Directors Considered LEE011 in its
Deliberations. The Astex Board carefully considered the
potential benefit and risks of LEE011 as it made its determination
that the premium, $8.50 per share all-cash transaction with Otsuka
was in the best interests of all Astex stockholders.
- Astex has Repeatedly Discussed the Progress of
LEE011. Astex publicly discussed LEE011 as recently
as August 1, 2013 on the Company's second quarter earnings
conference call, and provided an update on LEE011 in its investor
corporate presentations.
- Interested Parties Had Knowledge of LEE011 During
Diligence. The Otsuka transaction was the culmination
of a comprehensive process to maximize value for all Astex
stockholders. As part of that process, 33 pharmaceutical
companies worldwide were contacted to gauge their interest in
exploring a potential strategic transaction with Astex. Each
of the parties who conducted diligence had access to confidential
information related to the Company's pipeline, including its
partnered products such as LEE011.
- LEE011 is Many Years from
Approval. Despite Sarissa Capital's hype, LEE011 is
still in Phase I/II clinical trials and Novartis has not informed
Astex of any patients treated in Phase II trials, let alone in
Phase III trials. While Novartis has recently made the decision to
enter Phase III clinical trials with the experimental drug, LEE011
is still many years away from potential FDA approval and market
entry. Furthermore, while Astex has confidence in LEE011, as
we have referenced historically, there is high risk associated with
the development of any drug, in particular one that is still only
in Phase I clinical trials. Novartis' estimated completion date of
this phase III trial is November of 2016.
- Sarissa Overstates the Potential, Long-Range Economic
Impact LEE011 Might Have Upon Astex. The comparison
to Pfizer's CDK4/6 inhibitor that Sarissa makes is expected, but is
completely misleading and premature since Pfizer's program has
generated robust Phase II data, unlike the LEE011 program. The
potential economic benefits of LEE011 to Astex are relatively
modest. The economic milestones for the first patient treated in
Phase II and III clinical trials are minimal, with the potential
for very modest royalty rates if the product is ever approved in
the future.
- LEE011 has Minimal Impact on Astex'
Valuation. Novartis has the exclusive right to
develop and commercialize LEE011 with Astex having no right to
co-develop or co-promote. Therefore, even if the clinical
trials are successful, and market approval is eventually granted,
the contribution to today's valuation is minimal.
The Astex Board of Directors unanimously recommends that
our fellow stockholders tender into Otsuka's $8.50 per share cash
offer, which is initially scheduled to expire October 10,
2013. If more than 50% of Astex stockholders do not
tender their shares into the tender offer by the scheduled
expiration date, this would impose substantial additional risk that
Otsuka would walk away from the transaction. If this happens,
Astex shares could trade at pre-tender offer values substantially
below $8.50 per share.
As previously stated, since the agreement with Otsuka
was announced on September 5, 2013, no third parties have
approached Astex with an interest to acquire the
Company.
For more information, please see Astex's SC 14D-9, which was
filed with the Securities and Exchange Commission ("SEC") on
September 13, 2013, and subsequent amendments. Astex urges all
stockholders to review the Company's filings and other materials as
they contain important detailed information about the merger
agreement and the reasons why Astex's Board approved the merger
agreement.
About Astex Pharmaceuticals
Astex Pharmaceuticals is dedicated to the discovery and
development of novel small molecule therapeutics with a focus on
oncology. The Company is developing a proprietary pipeline of novel
therapies and is creating de-risked products for partnership with
leading pharmaceutical companies. Astex Pharmaceuticals developed
DACOGEN® (decitabine) for Injection and receives significant
royalties on global sales. For more information about Astex
Pharmaceuticals, Inc., please visit http://www.astx.com.
Additional Information and Where to Find It
This communication is provided for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any securities of Astex pursuant to the tender offer by
Autumn Acquisition Corporation ("Acquisition Sub"), a wholly-owned
subsidiary of Otsuka, or otherwise. Any offers to purchase or
solicitations of offers to sell will be made only pursuant to the
Tender Offer Statement on Schedule TO (including the offer to
purchase, the letter of transmittal and other documents relating to
the tender offer) which has been filed with the U.S. Securities and
Exchange Commission ("SEC") by Otsuka and Acquisition Sub. In
addition, Astex has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Astex's stockholders are advised to
read these documents, any amendments to these documents and any
other documents relating to the tender offer that are filed with
the SEC carefully and in their entirety prior to making any
decision with respect to Acquisition Sub's tender offer because
they contain important information, including the terms and
conditions of the offer. Astex's stockholders may obtain copies of
these documents for free at the SEC's website at www.sec.gov.
Forward Looking Statements
This release contains certain statements which constitute
forward-looking statements. These forward-looking statements
include statements regarding the Astex Board's expectations about
the market potential and future economic benefits of products in
development, the likelihood and expected timing of regulatory
approval of products in development, the risks associated with any
extension of Otsuka's tender offer, the effect on Astex if Otsuka
fails to consummate the transaction, the effect of the transaction
for Astex stockholders and its other stakeholders, including
employees and patients involved in clinical trials, as well as
other statements that are not historical fact. These
forward-looking statements are based on currently available
information, as well as Astex's views and assumptions regarding
future events as of the time such statements are being made. Such
forward looking statements are subject to inherent risks and
uncertainties. Accordingly, actual results may differ materially
from those expressed or implied in such forward-looking statements.
Such risks and uncertainties include, but are not limited to, the
potential failure to satisfy conditions to the completion of the
proposed transaction due to the failure to receive a sufficient
number of tendered shares in the tender offer. As a result of these
and other risks, the proposed transaction may not be completed on
the timeframe expected or at all.
CONTACT: Timothy L. Enns
Astex Pharmaceuticals, Inc.
Senior Vice President
Corporate Communications & Marketing
Tel: +1 (925) 560-2810
E-mail: tim.enns@astx.com
Susanna Chau
Astex Pharmaceuticals, Inc.
Manager
Investor Relations
Tel: +1 (925) 560-2845
E-mail: susanna.chau@astx.com
Michael Freitag
Joele Frank, Wilkinson Brimmer Katcher
Tel: +1 (212) 355-4449
Investors:
Alan Roemer
The Trout Group
Managing Director
Tel: +1 (646) 378-2945
E-mail: aroemer@troutgroup.com
Media:
Tony Russo, Ph.D.
Russo Partners, LLC
Chairman and CEO
Tel: +1 (212) 845 4251
Email: tony.russo@russopartnersllc.com
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