Genzyme Completes Acquisition of ILEX Oncology, Inc.
December 21 2004 - 8:05AM
PR Newswire (US)
Genzyme Completes Acquisition of ILEX Oncology, Inc. Positions
Itself in Expanding Oncology Market CAMBRIDGE, Mass., Dec. 21
/PRNewswire-FirstCall/ -- Genzyme Corporation (NASDAQ:GENZ)
announced today that it has completed its acquisition of ILEX
Oncology, Inc., a cancer drug development company with a growing
marketed product, a second product nearing approval and a third
well into Phase 2 development. The stock-for-stock transaction is
valued at approximately $1 billion. The acquisition of ILEX creates
a solid foundation for Genzyme's growing oncology business by
adding an emerging commercial presence, a robust pipeline and
highly-regarded clinical development organization to the company.
These assets significantly augment Genzyme's existing research and
development programs in oncology and will leverage Genzyme's
expertise in biologics manufacturing and targeted therapeutics. In
addition, there are great synergies with Genzyme's expanded
oncology testing business. "Genzyme has conducted important
research in oncology for several years," said Duke Collier,
executive vice president, Genzyme Corporation. "It is a challenging
disease, but one where biotechnology can make a significant
difference to patients and their families. With our acquisition of
the cancer diagnostics business of Impath, Inc. earlier this year,
and now with this exciting acquisition of the therapeutics products
and development experience of ILEX, Genzyme is taking major steps
to build its presence in oncology." The acquisition fits well with
Genzyme's strategy. Cancer is a significant unmet medical need that
includes well-defined groups of addressable patient populations.
Each product in the company's portfolio is intended to make a major
positive impact on the lives of patients with serious, complex
diseases. "The strength of the ILEX team in successfully building
one of the best emerging cancer therapeutics companies, combined
with Genzyme's oncology pipeline, scientific resources and
worldwide infrastructure, provide the foundation for a sustainable
and competitive commercial oncology business," added Mark Enyedy,
senior vice president and general manager of Genzyme's oncology
business unit. "Our immediate focus will be to advance clinical
trials already well underway, to expand our sales and marketing
capabilities to support the expected launch of clofarabine, and to
build upon relationships with partners and customers." "We are very
pleased that the oncology franchise that we envisioned has
continued to progress nicely this year," said Jeff Buchalter,
outgoing president and CEO of ILEX. "Genzyme will now have the
ability to advance this franchise to the next level and create
value for all of the stakeholders who have made this business
successful." Transaction Details ILEX shares have ceased trading
and been delisted from Nasdaq. Under the terms of the transaction,
holders of ILEX stock received 0.4682 of a share of Genzyme stock
for each share of their stock. Cash will be paid for fractional
shares. In the next few weeks, former ILEX stockholders will
receive instructional materials regarding the exchange of stock
certificates. Genzyme will provide guidance for 2005 in its fourth
quarter earnings press release on February 17. Genzyme will
continue to maintain operations in San Antonio and has retained a
large majority of ILEX employees. Campath: The Product Leader in A
Growing Commercial Business Genzyme gains a strong and growing
oncology product through its acquisition of ILEX. CAMPATH(R)
(alemtuzumab for injection) is indicated in the United States for
the treatment of B-cell chronic lymphocytic leukemia (B- CLL) in
patients who have been treated with alkylating agents and have
failed fludarabine therapy. CAMPATH is a humanized monoclonal
antibody that binds to a specific target, CD52, on cell surfaces
directing the body's immune system to destroy malignant cells. It
is the first and only monoclonal antibody approved by the FDA for
the treatment of patients with B-CLL, and is already having a
significant impact less than three years after earning U.S.
marketing approval. CAMPATH is being evaluated in a number of
clinical trials to potentially expand its use in cancer and in
other disease areas, including a randomized Phase II trial versus
Rebif(R) in treating multiple sclerosis. Schering AG holds
exclusive worldwide marketing and distribution rights, plus
additional exclusive rights in Japan and the Pacific Rim to CAMPATH
(MABCAMPATH(R) in Europe). In the United States, the product is
marketed by Berlex Laboratories, a U.S. affiliate of Schering AG.
As part of its settlement with the FTC prior to the closing of the
transaction, Genzyme has transferred to Schering exclusive
responsibility for the development and commercialization of CAMPATH
in solid organ transplantation, and Genzyme will no longer receive
a share of U.S. profits from the use of the product in this area.
The agreement with Schering remains unchanged in all other
respects. Genzyme remains committed to the solid organ
transplantation market and will continue to support the development
of Thymoglobulin(R) (anti-thymocyte globulin rabbit) and its
pipeline of other products and product candidates in the field.
Clofarabine Development Genzyme also gains an exciting product
candidate in clofarabine, a next generation purine nucleoside
analog that is believed to inhibit DNA production necessary for
cancer cell growth. Clolar(TM)(clofarabine) has been granted
priority review by the U.S. Food and Drug Administration (FDA) for
the treatment of relapsed or refractory acute leukemias in
children. Clolar was reviewed by the Oncologic Drug Advisory
Committee (ODAC) earlier this month and was recommended for
accelerated approval in children with relapsed/refractory acute
lymphocytic leukemia. The FDA is expected to respond to the
marketing application on, or before, December 30. If approved by
the FDA, Clolar will be the first drug to be labeled initially for
a pediatric leukemia in more than a decade. Clolar also is being
investigated for use in pediatric acute myelogenous leukemia and
adult acute leukemias, as well as advanced solid tumors. Genzyme
holds the exclusive rights to develop and market Clolar for cancer
applications in the United States and Canada. Bioenvision
(NASDAQ:BIVN) is responsible for developing clofarabine in the rest
of the world and will pay royalties to Genzyme on sales of
clofarabine outside of the United States and Canada. A second
pipeline candidate, now in Phase 2 clinical development, is ILX-
651, a synthetic analog of the natural substance dolastatin that
has a unique mechanism of action targeting tubulin. ILX-651
complements CAMPATH and Clolar in that it is directed at solid
tumors rather than cancers of the blood. Genzyme has exclusive
worldwide rights to ILX-651 in cancer. About Genzyme Genzyme
Corporation is a global biotechnology company dedicated to making a
major positive impact on the lives of people with serious diseases.
The company's broad product portfolio is focused on rare genetic
disorders, renal disease, osteoarthritis, cancer and
immune-mediated diseases, and includes an industry-leading array of
diagnostic products and services and sophisticated biomaterials.
Genzyme's commitment to innovation continues today with expanded
research into novel approaches to treat cancer, heart disease, and
other areas of unmet medical need. More than 7,000 Genzyme
employees in offices around the globe serve patients in over 80
countries. This press release contains forward-looking statements,
including statements about: the impact of the anticipated
transaction on Genzyme's operations and the potential benefits of
the anticipated transaction; plans for expanding the indications
of, and uses for, Campath and Clolar; receipt of marketing approval
for Clolar from the FDA; and expectations regarding the advancement
of clinical studies, the expansion of oncology sales and marketing
capabilities, and the management of relationships with partners and
customers. These statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
projected in these forward- looking statements. These risks and
uncertainties include, among others: the ability to successfully
integrate ILEX's operations and programs with Genzyme's and the
time and resources required to do so; enrollment rates for clinical
trials; the timing and content of decisions made by regulatory
authorities regarding the company's products and product
candidates, including the receipt of marketing approval in the
United States for Clolar; the ability to manufacture sufficient
quantities of products for development and commercialization
activities and to do so in a timely and cost-efficient manner; the
ability to attract and retain qualified sales forces; the ability
to manage key collaborative relationships successfully, the
availability and extent of reimbursement from third party payers
for Campath and Clolar; the scope, validity and enforceability of
patents directed to, and the effect of any third party proprietary
rights on, the company's products and product candidates; the
accuracy of information concerning the markets for Campath and
Clolar, including growth projections; and the risks and
uncertainties described in reports filed by ILEX and Genzyme with
the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, including without limitation the
information under the heading "Risk Factors" in the registration
statement on Form S-4 filed by Genzyme with respect to the
transaction and under the heading "Additional Business Risks" in
ILEX's Annual Report on Form 10-K for the year ending December 31,
2003. We caution investors not to place substantial reliance on the
forward-looking statements contained in this press release. These
statements speak only as of the date of this press release, and we
undertake no obligation to update or revise the statements, risks
or reasons. All forward looking statements are expressly qualified
in their entirety by this cautionary statement. Genzyme(R) is a
registered trademark of Genzyme Corporation. CAMPATH(R) and
MABCAMPATH(R) are registered trademarks, and Clolar(TM) is a
trademark, of ILEX Oncology, Inc. or its subsidiaries. Rebif(R) is
a registered trademark of Ares Trading S.A. Thymoglobulin(R) is a
registered trademark of SangStat Medical Corporation. All rights
reserved. Genzyme's press releases and other company information
are available at http://www.genzyme.com/ and by calling Genzyme's
investor information line at 1-800-905-4369 within the United
States or 1-703-797-1866 outside the United States. Maria Foley
(media) Sally Curley (investors) (617) 768-6690 (617) 768-6140
DATASOURCE: Genzyme Corporation CONTACT: Maria Foley (media),
+1-617-768-6690, or Sally Curley (investors), +1-617-768-6140, both
of Genzyme Corporation Web site: http://www.genzyme.com/ Company
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