ZymoGenetics launched as independent biotechnology company
Bagsværd, Denmark and Seattle, WA, USA - In a move that establishes a new leader in the field of protein therapeutics, Novo Nordisk A/S (NYSE:NVO) today announced that it has taken definitive steps to establish its fully owned subsidiary, ZymoGenetics Inc, as an independent corporate entity. The move comes in conjunction with the signing of a USD 150 million private placement into ZymoGenetics from a strong international investor consortium led by E M Warburg, Pincus & Co, LLC. ZymoGenetics will use the proceeds from the financing to further accelerate its targeted, bioinformatics-driven programmes for the discovery and development of novel therapeutic proteins.
Bagsværd, Denmark and Seattle, WA, USA - In a move that establishes a new leader in the field of protein therapeutics, Novo Nordisk A/S (NYSE:NVO) today announced that it has taken definitive steps to establish its fully owned subsidiary, ZymoGenetics Inc, as an independent corporate entity. The move comes in conjunction with the signing of a USD 150 million private placement into ZymoGenetics from a strong international investor consortium led by E M Warburg, Pincus & Co, LLC. ZymoGenetics will use the proceeds from the financing to further accelerate its targeted, bioinformatics-driven programmes for the discovery and development of novel therapeutic proteins.
ZymoGenetics, which was acquired by Novo Nordisk in 1988, has served as Novo Nordisk's primary US discovery arm and has in that time contributed to several of Novo Nordisk's current key products. ZymoGenetics was one of the earliest companies to recognise and utilise the combined power of genomics and bioinformatics for mining human gene sequence databases for valuable drug candidates. Over the past five years ZymoGenetics has filed patent applications on over 500 novel gene sequences and has generated a broad pipeline of therapeutic protein candidates that the company intends to take into development, both through internal programmes and pharmaceutical partnerships.
Lars Rebien Sørensen, CEO and president elect of Novo Nordisk A/S says: "The new ownership structure is a logical result of Novo Nordisk's partnership strategy. With new investors on board who are willing to share risks and rewards of a biotech venture, we are allowing ZymoGenetics to maximise the value of its discoveries and expertise. In the new setup Novo Nordisk will retain certain rights to product candidates, which fit our business focus, while other compounds can be exploited by ZymoGenetics alone or in partnerships with other companies. We are convinced that launching ZymoGenetics as an independent company will benefit Novo Nordisk both as a business partner and as a shareholder."
In connection with launching ZymoGenetics as an independent company, Novo Nordisk and ZymoGenetics have entered into an agreement by which Novo Nordisk is granted an option to obtain certain commercialisation rights to product candidates resulting from ZymoGenetics' research and development. As regards product candidates within diabetes, rights are worldwide. For other therapeutic categories, Novo Nordisk's options cover all markets outside of North America.
"The success of this financing, one of the largest private placements in the biotech industry, validates the approach that ZymoGenetics has undertaken for the past five years," said Bruce L A Carter, PhD, president and chief executive officer of ZymoGenetics. "We were early to see the opportunities in mining the human genome, allowing us to generate a formidable intellectual property portfolio for genes which code for the protein therapeutics of the future. The financing positions us to aggressively approach the internal development of our pipeline of protein candidates. We have built a strong management team with significant experience in bringing therapeutic proteins to the market. With this experience, and the portfolio we have developed, ZymoGenetics is well positioned to capture high value from its genomics-based drug discovery programs."
"The success of this financing, one of the largest private placements in the biotech industry, validates the approach that ZymoGenetics has undertaken for the past five years," said Bruce L A Carter, PhD, president and chief executive officer of ZymoGenetics. "We were early to see the opportunities in mining the human genome, allowing us to generate a formidable intellectual property portfolio for genes which code for the protein therapeutics of the future. The financing positions us to aggressively approach the internal development of our pipeline of protein candidates. We have built a strong management team with significant experience in bringing therapeutic proteins to the market. With this experience, and the portfolio we have developed, ZymoGenetics is well positioned to capture high value from its genomics-based drug discovery programs."
Structure of the transaction
The new investor group will own approximately 35% of the shares in the company (on a fully diluted basis). In line with common practice for successful biotechnology companies a competitive incentive and stock-option programme for employees has been implemented, under which up to 15% of the company could be owned by employees and officers of the company. Approximately 51% of the shares will be held by Novo Nordisk A/S, however, a portion of these will be non-voting such that Novo Nordisk now controls less than 50% of the votes.
The new investor group will own approximately 35% of the shares in the company (on a fully diluted basis). In line with common practice for successful biotechnology companies a competitive incentive and stock-option programme for employees has been implemented, under which up to 15% of the company could be owned by employees and officers of the company. Approximately 51% of the shares will be held by Novo Nordisk A/S, however, a portion of these will be non-voting such that Novo Nordisk now controls less than 50% of the votes.
The new investor consortium is led by E M Warburg, Pincus & Co, LLC (New York), a leading international private equity firm with extensive experience in healthcare and biotechnology investing. Other healthcare investors include Patricof & Co Ventures Inc and Apax Partners & Co Ventures Ltd; Novo A/S, the newly formed holding company in the Novo Group which is also an emerging venture capital provider; Frazier & Co (Seattle, WA) and prominent individuals from the biotechnology industry, including George B Rathmann, PhD, founder and former chairman and CEO of Amgen, currently president and CEO of Hyseq, Inc.
Jonathan S Leff, a managing director of E M Warburg, Pincus & Co, LLC, and newly-appointed board member, said, "We are very pleased to lead a strong group of investors in establishing ZymoGenetics as an independent company. We see tremendous value in what has been created at ZymoGenetics over the past two decades. The company's unparalleled patent portfolio - together with its strong management team, commercial and scientific infrastructure, and focused strategy - clearly establishes ZymoGenetics as a leader in the race to translate genetic information into therapeutic products. With the proceeds from one of the largest private biotechnology financings ever and a group of investors who share the company's long-term vision, ZymoGenetics will be in a position to create tremendous value through the development of novel protein therapeutics."
The formal closing of the agreement is subject to antitrust clearance by relevant US authorities, which is expected before the end of this year.
Financial implications for Novo Nordisk
Once executed the accounts of ZymoGenetics will no longer be fully consolidated into the accounts of Novo Nordisk, as ZymoGenetics will be an associated company.
Once executed the accounts of ZymoGenetics will no longer be fully consolidated into the accounts of Novo Nordisk, as ZymoGenetics will be an associated company.
The agreement is expected to have no significant impact on Novo Nordisk's financial result for 2000, while it is expected to have a positive impact on profit before tax in 2001 and onwards. This will, however, be partly or wholly offset as it is Novo Nordisk's intention to expand other research and development activities.
Board of Directors appointments
In conjunction with the financing, three new members have been appointed to the Board of Directors of ZymoGenetics. New directors include Jonathan S Leff, managing director, E M Warburg, Pincus & Co LLC; David Hirsh, PhD, Robert Wood Johnson professor and chairman, Department of Biochemistry and Molecular Biophysics at the College of Physicians and Surgeons, Columbia University; and Lori F. Rafield, PhD, general partner, Patricof & Co Ventures Inc. Board membership additionally includes George B Rathmann, PhD; Edward E. Penhoet, PhD, founder and former president and CEO of Chiron Corporation, currently the dean of Public Health at the University of California, Berkeley; Lars Rebien Sørensen, CEO and president elect of Novo Nordisk A/S; Kurt Anker Nielsen, CFO of Novo Nordisk A/S and Co-CEO of Novo A/S; Bruce L A Carter, PhD, president and CEO of ZymoGenetics; and a position to be filled at a later date.
In conjunction with the financing, three new members have been appointed to the Board of Directors of ZymoGenetics. New directors include Jonathan S Leff, managing director, E M Warburg, Pincus & Co LLC; David Hirsh, PhD, Robert Wood Johnson professor and chairman, Department of Biochemistry and Molecular Biophysics at the College of Physicians and Surgeons, Columbia University; and Lori F. Rafield, PhD, general partner, Patricof & Co Ventures Inc. Board membership additionally includes George B Rathmann, PhD; Edward E. Penhoet, PhD, founder and former president and CEO of Chiron Corporation, currently the dean of Public Health at the University of California, Berkeley; Lars Rebien Sørensen, CEO and president elect of Novo Nordisk A/S; Kurt Anker Nielsen, CFO of Novo Nordisk A/S and Co-CEO of Novo A/S; Bruce L A Carter, PhD, president and CEO of ZymoGenetics; and a position to be filled at a later date.
Use of proceeds
Proceeds from the financing will help advance development of ZymoGenetics' lead therapeutic candidates into clinical trials. The investment will also help ZymoGenetics build internal pre-IND and clinical development capabilities to further advance promising drug candidates into early clinical studies. ZymoGenetics' new resources will additionally be applied to enhance its genomics, bioinformatics and other therapeutic protein discovery technologies, expand the company's intellectual property estate and improve internal infrastructure to support clinical-scale manufacturing and development.
Proceeds from the financing will help advance development of ZymoGenetics' lead therapeutic candidates into clinical trials. The investment will also help ZymoGenetics build internal pre-IND and clinical development capabilities to further advance promising drug candidates into early clinical studies. ZymoGenetics' new resources will additionally be applied to enhance its genomics, bioinformatics and other therapeutic protein discovery technologies, expand the company's intellectual property estate and improve internal infrastructure to support clinical-scale manufacturing and development.
About Novo Nordisk
Novo Nordisk A/S is the world leader in insulin and diabetes care and also manufactures and markets a variety of other pharmaceutical products. Furthermore the company is the world`s largest producer of enzymes for industrial use. Headquartered in Denmark, Novo Nordisk employs approximately 16,200 people in 68 countries and markets its products in 179 countries. Its B shares are listed on the stock exchanges in Copenhagen and London. Its ADSs are listed on the New York Stock Exchange under the symbol "NVO". A demerger of Novo Nordisk with the intention to spin off the Enzyme Business into a separately listed company is expected to take place following an extraordinary general meeting in mid-November. For further company information, visit Novo Nordisk on the World Wide Web at www.novo.dk
Novo Nordisk A/S is the world leader in insulin and diabetes care and also manufactures and markets a variety of other pharmaceutical products. Furthermore the company is the world`s largest producer of enzymes for industrial use. Headquartered in Denmark, Novo Nordisk employs approximately 16,200 people in 68 countries and markets its products in 179 countries. Its B shares are listed on the stock exchanges in Copenhagen and London. Its ADSs are listed on the New York Stock Exchange under the symbol "NVO". A demerger of Novo Nordisk with the intention to spin off the Enzyme Business into a separately listed company is expected to take place following an extraordinary general meeting in mid-November. For further company information, visit Novo Nordisk on the World Wide Web at www.novo.dk
About ZymoGenetics
Headquartered in Seattle, Washington, ZymoGenetics Inc is a leading biopharmaceutical company focused on the discovery and development of protein therapeutics that prevent or treat significant human diseases. Building on a successful track record of marketed products derived from its work, ZymoGenetics is currently leveraging its expertise in genomics and bioinformatics to generate a broad pipeline of proprietary product candidates. The company has also established one of the strongest patent portfolios in protein therapeutics, which it plans to commercialise through internal development and pharmaceutical collaborations. For further information please visit: www.zymogenetics.com
Headquartered in Seattle, Washington, ZymoGenetics Inc is a leading biopharmaceutical company focused on the discovery and development of protein therapeutics that prevent or treat significant human diseases. Building on a successful track record of marketed products derived from its work, ZymoGenetics is currently leveraging its expertise in genomics and bioinformatics to generate a broad pipeline of proprietary product candidates. The company has also established one of the strongest patent portfolios in protein therapeutics, which it plans to commercialise through internal development and pharmaceutical collaborations. For further information please visit: www.zymogenetics.com
About E M Warburg, Pincus
E M Warburg, Pincus & Co is a leading global private equity and venture capital firm headquartered in New York. With offices in the US, Europe, Asia, and Latin America, the firm has invested more than USD 9 billion in nearly 400 companies since 1971. Within E M Warburg, Pincus & Co, the firm's healthcare group has been a leading sponsor of biotechnology and biopharmaceutical companies since the firm began focusing on the area in 1981. E M Warburg, Pincus & Co has invested over USD 700 million in the industry and helped to build more than 35 biotechnology and biopharmaceutical companies spanning a broad range of technologies and stages of development. For further information please visit: www.warburgpincus.com
E M Warburg, Pincus & Co is a leading global private equity and venture capital firm headquartered in New York. With offices in the US, Europe, Asia, and Latin America, the firm has invested more than USD 9 billion in nearly 400 companies since 1971. Within E M Warburg, Pincus & Co, the firm's healthcare group has been a leading sponsor of biotechnology and biopharmaceutical companies since the firm began focusing on the area in 1981. E M Warburg, Pincus & Co has invested over USD 700 million in the industry and helped to build more than 35 biotechnology and biopharmaceutical companies spanning a broad range of technologies and stages of development. For further information please visit: www.warburgpincus.com
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Communications & Design
Media:
Karsten Madsen
Phone: (direct) (+45) 4442 4137
Karsten Madsen
Phone: (direct) (+45) 4442 4137
Investors:
Rasmus Holm-Jørgensen
Phone (direct): (+45) 4442 2983
Rasmus Holm-Jørgensen
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Investors in North America:
Rasmus Holm-Jørgensen
Phone: (+1) 212-878-9607
Rasmus Holm-Jørgensen
Phone: (+1) 212-878-9607
ZymoGenetics Inc
Charles Hart, PhD, Senior director, Business Development
Tel: (+1) 206-442-6744 Sharon Karlsberg, director, Feinstein Kean Healthcare
Tel: (+1) 617-577-8110, x267
Tel: (+1) 206-442-6744 Sharon Karlsberg, director, Feinstein Kean Healthcare
Tel: (+1) 617-577-8110, x267