SuperGen Stockholders Approve Stock Issuance In Connection with the Proposed Acquisition of Astex Therapeutics Limited
June 16 2011 - 6:00PM
Business Wire
SuperGen, Inc. (NASDAQ:SUPG), a pharmaceutical company dedicated
to the discovery and development of novel cancer therapies,
announced that stockholders have approved the issuance of shares to
be issued in connection with the proposed acquisition of Astex
Therapeutics Limited (“Astex”), a privately held, U.K.-based
biotechnology company developing targeted therapies. The proposal
to approve the share issuances in connection with the proposed
acquisition of Astex passed by those voting either in person or by
proxy at SuperGen’s annual meeting of stockholders on June 16,
2011. On June 13, 2011, the shareholders of Astex voted to approve
the transaction.
“We are very pleased that voting stockholders voted more than
90% of their shares in favor of this transformational transaction,”
said James S. J. Manuso, chairman, president and chief executive
officer of SuperGen. “With this stockholder approval, we have taken
a concrete step towards closing a transaction that we believe will
create one of the world’s foremost oncology discovery and
development companies.”
Pursuant to the terms of the agreement between the two
companies, SuperGen will purchase all of the outstanding shares of
Astex, paying Astex security holders $25 million in cash, plus
shares in SuperGen common stock representing 35 percent of the
total post closing shares outstanding. Subsequently, SuperGen will
pay deferred consideration in the amount of $30 million in either
stock or cash, at the discretion of the combined entity, over a
period of 30 months. Additionally, SuperGen will assume all of the
currently outstanding stock options of Astex.
The transaction is expected to close in July 2011, subject to
satisfaction of customary closing conditions. After the close of
the transaction, the combined entity, to be named Astex
Pharmaceuticals, Inc., is expected to be listed on NASDAQ under the
symbol ASTX.
If the transaction is completed, Astex Pharmaceuticals, Inc.
will be headquartered in Dublin, California. Under the new
management structure, James S.J. Manuso would serve as chairman and
chief executive officer of Astex Pharmaceuticals, Inc. Harren
Jhoti, chief executive officer of Astex, would become president and
a member of the Board of Directors of the combined entity. The
Board of Directors of Astex Pharmaceuticals, Inc. would also
include Peter Fellner as vice chairman, Walter J. Lack as lead
director, Charles J. Casamento, Thomas V. Girardi, Allan R.
Goldberg, Timothy Haines, and Ismail Kola. Martin Buckland, chief
business officer for Astex would continue in that role for the
combined entity. Mohammad Azab would remain as chief medical
officer and Michael Molkentin would remain as chief financial
officer and corporate secretary of the combined entity.
Management expects that Astex Pharmaceuticals, Inc. will become
recognized as a global leader in innovative oncology drug
discovery, development and commercialization, with an estimated
cash and cash equivalents position of more than $120 million post
deal closure. The company plans to leverage its royalty revenue
stream from Dacogen® (decitabine) for Injection, marketed in North
America by Eisai and in the rest of the world by Johnson &
Johnson. The combined company's clinical pipeline will include
seven drugs in development - four of which are currently in or
entering into Phase II clinical trials and three of which are
currently partnered with large pharmaceutical companies.
Astex Pharmaceuticals is expected to begin operations with:
- Top-tier partnerships with
GlaxoSmithKline, Eisai, Johnson & Johnson, Novartis, and
AstraZeneca
- Nearly $2 billion in potential future
milestone revenues, plus royalties on approved products
- An industry leading drug discovery
platform to sustain future value creation
- Integrated operations based in two of
the world's leading biotech clusters, in the United States and the
United Kingdom.
Further information about this transaction is available at
http://www.astex-supergen.com, or in the investor relations section
of the SuperGen website at http://www.supergen.com.
About SuperGen
SuperGen is a pharmaceutical company dedicated to the discovery
and development of novel cancer therapeutics in epigenetic and cell
signaling modulation. The Company develops products through
biochemical and clinical proof of concept to partner for further
development and commercialization. SuperGen developed Dacogen and
receives significant royalties on global sales.
On April 6, 2011, SuperGen entered into a definitive merger
agreement to acquire Astex Therapeutics Limited, a UK based
biotechnology company. The transaction is subject to customary
regulatory and legal approvals and is targeted to close during July
2011.
For more information about SuperGen, please visit
http://www.supergen.com.
Note on Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934,
including but not limited to, statements regarding the combined
entity’s cash projections, ability to meet drug development
milestones, have successful research and development capabilities,
maintain strong partnerships with large pharmaceutical companies,
maintain revenue streams from Dacogen, successfully integrate the
development, research and financial operations of two organizations
in two overseas locations, and the expected closing of the proposed
Transaction. These forward-looking statements involve certain risks
and uncertainties that could cause actual results to differ
materially from those indicated in such forward-looking statements,
including, but not limited to, the ability of the parties to
consummate the proposed Transaction, satisfaction of closing
conditions precedent to the consummation of the proposed
Transaction, and such other risks as identified in the Company’s
Annual Report on Form 10-K for the fiscal year ended
December 31, 2010, and the Company’s most recent Quarterly
Reports on Form 10-Q, each as filed with the SEC, which
contain and identify important factors that could cause the actual
results to differ materially from those contained in the
forward-looking statements. The Company assumes no obligation to
update any forward-looking statement contained in this press
release.
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