Pfizer to Acquire Esperion Therapeutics to Extend Its Research Commitment In Cardiovascular Disease
December 21 2003 - 1:06PM
PR Newswire (US)
Pfizer to Acquire Esperion Therapeutics to Extend Its Research
Commitment In Cardiovascular Disease NEW YORK and ANN ARBOR, Mich.,
Dec. 21 /PRNewswire/ -- Pfizer Inc today announced it has entered
into an agreement to acquire Esperion Therapeutics, Inc., a
biopharmaceutical company focused on the development of high
density lipoprotein (HDL) targeted therapies for the treatment of
cardiovascular disease. Pursuant to this agreement, Pfizer will
commence a cash tender offer to acquire the shares of Esperion
stock for $1.3 billion at a price of $35 per share, subject to
certain conditions. This price represents a 54 percent premium over
Esperion's average closing share price during the last 20 trading
days. Esperion Therapeutics brings a novel approach to the emerging
area of HDL Therapy and reverse lipid transport for the acute
treatment of cardiovascular disease. Recently, Esperion published
positive Phase II results on a biopharmaceutical compound (ETC-216)
that showed a statistically significant reduction in plaque volume
in patients with acute coronary syndrome at the end of six weeks.
Esperion also has a second biopharmaceutical compound, ETC-588, in
Phase II and a number of early-stage compounds. "By acquiring
Esperion, we can bring our research capabilities to bear on an
emerging new area which has potentially significant beneficial
impact on patients", said Hank McKinnell, chairman and chief
executive officer of Pfizer. "Epidemiologic data and drug
intervention trials both support a strong correlation between
higher HDL levels and improvements in morbidity and mortality."
"The acquisition will enable us to utilize Pfizer's skills and
apply the resources necessary to develop our pipeline of compounds
to benefit patients with atherosclerosis", said Roger Newton,
president and chief executive officer of Esperion. "We are pleased
to have the opportunity to work with the world leader in
cardiovascular medicines to develop HDL-focused therapies." The
Pfizer product Lipitor is the world's most prescribed agent for
reducing low density lipoprotein (LDL). Pfizer is also developing
Lipitor/torcetrapib, which works by combining Lipitor with an agent
that inhibits the action of cholesteryl ester transfer protein or
CETP. Results of Phase II studies indicate that this combination
may represent a significant advance in preventive cardiovascular
medicine by enhancing the LDL-lowering effect of Lipitor while also
increasing HDL or "good" cholesterol. While both Lipitor and
Lipitor/torcetrapib are chronic therapies, Esperion has three
clinical compounds that are being developed as acute,
hospital-based treatments to regress arterial plaque and thereby
reduce morbidity and mortality in patients who have had a
cardiovascular event. Atherosclerosis, which is a leading cause of
death from heart attack and stroke, occurs when there is a build-up
of cholesterol-rich fatty areas called plaques in the arteries. The
break-up and dispersal of these plaques can block the blood flow
throughout the body, which can be fatal. It is estimated that
atherosclerosis accounts for more than 75 percent of all deaths
from cardiovascular disease. "Pfizer is clearly committed to
long-term cardiovascular research", said Dr. McKinnell. "We
recognize that HDL control is an emerging area, and that
early-stage development brings risk. However, we are confident that
the rigorous and long-term clinical trials we plan to conduct will
further scientific and medical understanding in this area, which
will ultimately benefit patients." Based in Ann Arbor, MI, Esperion
was founded by a group of scientists who worked on the discovery
and development of Lipitor. Esperion will operate as a division of
the Pfizer Global Research and Development organization, and remain
in Ann Arbor. Lazard and Cadwalader, Wickersham & Taft advised
Pfizer in the transaction. Lehman Brothers and Morgan, Lewis &
Bockius advised Esperion. Esperion is listed on the Nasdaq National
Market under the symbol "ESPR." NOTICE TO READ TENDER OFFER
DOCUMENTS: THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL SECURITIES OF ESPERION
THERAPEUTICS, INC. THE TENDER OFFER WILL BE MADE SOLELY BY AN OFFER
TO PURCHASE AND RELATED LETTER OF TRANSMITTAL TO BE DISSEMINATED TO
THE STOCKHOLDERS UPON THE COMMENCEMENT OF THE TENDER OFFER.
ESPERION THERAPEUTICS, INC. STOCKHOLDERS ARE ADVISED TO READ the
OFFER TO PURCHASE on schedule to THAT WILL BE filed by PFIZER INC.
AND the SOLICITATION/RECOMMENDATION OF THE BOARD OF DIRECTORS OF
ESPERION THERAPEUTICS, INC. ON SCHEDULE 14D-9 THAT WILL BE filed by
ESPERION THERAPEUTICS, INC. with THE SECURITIES AND EXCHANGE
COMMISSION WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. THE OFFER TO PURCHASE, THE
SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WILL BE MADE AVAILABLE TO STOCKHOLDERS
OF ESPERION THERAPEUTICS, INC. AT NO EXPENSE TO THEM. THESE
DOCUMENTS WILL ALSO BE AVAILABLE WITHOUT CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV. Safe Harbor
Statement of Esperion Therapeutics, Inc. The information contained
in this press release includes "forward-looking statements." These
forward-looking statements are often identified by words such as
"hope," "may," "believe," "anticipate," "plan," "expect,"
"require," "intend," "assume" and similar expressions.
Forward-looking statements speak only as of the date of this press
release, reflect management's current expectations, estimations and
projections and involve certain factors, such as risks and
uncertainties, that may cause actual results, performance or
achievements to be far different from those suggested by Esperion's
forward-looking statements. These factors include, but are not
limited to, risks associated with: uncertainty as to whether
Esperion's acquisition by Pfizer will be completed, Esperion's
ability to successfully execute its business strategies, including
entering into strategic partnerships or other transactions if the
transaction with Pfizer is not completed; the progress and cost of
development of Esperion's product candidates; the extent and timing
of market acceptance of new products developed by Esperion or its
competitors; Esperion's dependence on third parties to conduct
clinical trials for Esperion's product candidates; the extent and
timing of regulatory approval, as desired or required, for
Esperion's product candidates; Esperion's dependence on licensing
arrangements and strategic relationships with third parties;
clinical trials; manufacturing; Esperion's dependence on patents
and proprietary rights; litigation, proceedings, investigations and
other disruptions of management's time resulting from the
acquisition of Esperion's common stock by various persons
associated with Scott Sacane; the procurement, maintenance,
enforcement and defense of Esperion's patents and proprietary
rights; competitive conditions in the industry; business cycles
affecting the markets in which any of Esperion's future products
may be sold; extraordinary events and transactions; seeking and
consummating business acquisitions, including the diversion of
management's attention to the assimilation of the operations and
personnel of any acquired business; fluctuations in foreign
exchange rates; and economic conditions generally or in various
geographic areas. Because all of the foregoing factors are
difficult to forecast, you should not place undue reliance on any
forward-looking statement. More detailed information about some of
these and other risk factors is set forth in Esperion's filings
with the Securities and Exchange Commission. Esperion does not
intend to update any of these factors or to publicly announce the
results of any revisions to any of these forward-looking statements
other than as required under the federal securities laws.
DATASOURCE: Pfizer Inc CONTACT: Andy McCormick of Pfizer,
+1-212-573-1226; or Frank Thomas of Esperion, +1-734-222-1831 Web
site: http://www.pfizer.com/ Company News On-Call:
http://www.prnewswire.com/comp/688250.html
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