LOUISVILLE, Ken. and LONDON, Jan. 10, 2005 (PRIMEZONE) -- Acquisition will add promising clinical product AGRO100 to Antisoma's pipeline
Cancer drug development company Antisoma plc (LSE:ASM) today announces that it has entered into an agreement to acquire the private US company Aptamera Inc in a share-based transaction valuing Aptamera at approximately Pounds 11.5 million ($21.4 million).
Aptamera's principal asset is AGRO100, a novel aptamer drug that has shown promising anti-cancer effects and a marked lack of side effects in a phase I trial of patients with various cancers. Antisoma will now assess which cancers to focus on in the next phase of development. AGRO100 has US orphan drug status in pancreatic cancer. Renal cancer and acute myeloid leukaemia are also potential indications. Antisoma will develop AGRO100 independently, outside its alliance with Roche.
AGRO100 targets nucleolin, a protein found on the surface of many types of cancer cell. The University of Louisville, Kentucky, where AGRO100 was latterly developed, is researching further drugs based on targeting nucleolin. Through its acquisition of Aptamera, Antisoma will obtain an option to license these drugs from the university.
Commenting on the transaction, Glyn Edwards, CEO of Antisoma, said, "The acquisition of Aptamera will expand our clinical portfolio to four drugs, each based on very different technology, and make us a leader in the exciting new area of anti-cancer aptamers. The acquisition will crystallise our dual development and commercialisation strategy, whereby we gain returns from large market products through our alliance with Roche whilst retaining full rights to promising niche products such as Aptamera's AGRO100."
Dr. Donald Miller, co-founder of Aptamera and Director of the James Graham Brown Cancer Center in Louisville, Kentucky, added "AGRO100 is a very exciting new approach to cancer therapy and I am delighted that it will benefit from Antisoma's global experience in oncology drug development."
Transaction details
In consideration of Antisoma acquiring the entire issued share capital of Aptamera, Antisoma will issue to Aptamera's shareholders up to 66,500,100 ordinary shares, representing approximately 20.0% of the enlarged issued share capital of Antisoma. Based on Antisoma's closing share price on 7 January 2005 of 17.25 pence, the transaction is valued at Pounds 11.47 million.
The acquisition of Aptamera is conditional on approval by a majority of Aptamera's shareholders on or before February 2nd, and upon fulfilment of certain pre-closing conditions. The Antisoma Board is confident that the transaction will receive the necessary approvals.
Aptamera's shareholders have agreed not to dispose for a period of 180 days from completion any of the consideration shares in Antisoma that they receive or any interest therein without the prior consent of Antisoma.
Management and financial position The enlarged group will continue under the leadership of the current Antisoma management team. In addition, Dr Mark Rogers, the current Chairman of Aptamera, has been invited to join the Board of Antisoma as a Non-Executive Director upon completion of the acquisition. (A separate regulatory news announcement provides additional details of Mark Rogers' proposed appointment.)
Antisoma's operating loss for the year to 30 June 2004 amounted to Pounds 3.13 million. Net assets at that date amounted to Pounds 29.49 million. The audited loss for Aptamera for the year ended 31 December 2003 was $2.79 million. The net liabilities of the Aptamera Group at the same date were $1.97 million. Aptamera is being acquired on a cash and debt-free basis.
The enlarged group will have a pipeline comprising four clinical-stage products: AS1404, AGRO100, R1550 and AS1405. The Directors expect progress during 2005 to include the first findings from phase II studies on AS1404, data from the phase I study that Roche is performing on R1550, the start of a phase II study on AS1405, reporting of data from Aptamera's phase I study on AGRO100 and the start of a new study on AGRO100.
Application will be made to the United Kingdom Listing Authority ("UKLA") for the newly issued ordinary shares in Antisoma to be admitted to the Official List of the UKLA and to the London Stock Exchange plc for admission to trading on its market for listed securities ("Admission"). The acquisition is conditional upon Admission but it is not conditional on approval by shareholders of Antisoma. The new ordinary shares will, subject to restrictions on disposal in the first 180 days, rank pari passu in all respects with the existing ordinary shares of Antisoma. A further announcement will be made when listing particulars prepared in connection with the acquisition of Aptamera become available for inspection.
Except for the historical information presented, certain matters discussed in this statement are forward looking statements that are subject to a number of risks and uncertainties that could cause actual results to differ materially from results, performance or achievements expressed or implied by such statements. These risks and uncertainties may be associated with product discovery and development, including statements regarding the company's clinical development programmes, the expected timing of clinical trials and regulatory filings. Such statements are based on management's current expectations, but actual results may differ materially.
Notes to Editors
Background on Aptamera
Aptamera is a privately-held drug development company based in Kentucky, USA. Aptamera was formed to discover, develop and commercialise new anti-cancer drugs that use a completely new and unique mechanism of anti-tumour action. The drugs target a protein termed nucleolin, which is found in the nucleus of all cell types, but is also found on the cell surface of cancer cells. Aptamera's core intellectual property surrounds cell-surface nucleolin as an anti-proliferative target and drugs that bind to it. Extensive preclinical testing has demonstrated a clear correlation between the presence of cell-surface nucleolin and the ability to inhibit tumour cell growth using Aptamera drugs. For further information about Aptamera please visit www.aptamera.com.
Background on Antisoma
Based in London, UK, Antisoma is a biopharmaceutical company that develops novel products for the treatment of cancer. Antisoma fills its development pipeline by acquiring promising new product candidates from internationally recognised academic or cancer research institutions. Its core activity is the preclinical and clinical development of these drug candidates. In November 2002, Antisoma formed a broad strategic alliance with Roche to develop and commercialise products from Antisoma's pipeline. Please visit www.Antisoma.com for further information about Antisoma.
Aptamers Aptamers are drugs made up of a short sequence of nucleotides - the building blocks found in DNA and RNA, with modifications that cause the drug molecule to fold into a stable three-dimensional structure. Structures can be produced that interact with particular proteins, allowing aptamers to be used as specific inhibitors of a protein's function. In December 2004, Eyetech and Pfizer's Macugen for 'wet' age-related macular degeneration (AMD) became the first aptamer drug to receive approval from the US Food and Drug Administration.
James Graham Brown Cancer Center The Brown Cancer Center at the University of Louisville, Kentucky, USA, treats a wide range of cancers and is recognised across the US for its clinical care, research, prevention, education, and community outreach efforts. As the region's premier cancer facility, it is dedicated to making scientific discoveries that lead to medical recoveries-helping more patients survive cancer and recover their health.