Foster City, CA--(Marketwire - August 30, 2007) -
For immediate release 30 August 2007
ENTELOS, Inc
("Entelos" or "the Company")
Entelos Acquires Iconix Biosciences, Inc.
Foster City, CA, August 30, 2007 - Entelos, Inc. (LSE: ENTL), a leading life
sciences company that leverages its proprietary in silico disease models, known
as PhysioLab® platforms, to develop drugs and support pharmaceutical R&D, is
pleased to announce that it has entered into an agreement to acquire Iconix
Biosciences, Inc. ("Iconix"), a privately held predictive toxicology company
located in Mountain View, California, in an all-share transaction. The expected
effective date of the acquisition is 31 August 2007.
"We believe the combination of our predictive efficacy models with Iconix's
toxicology expertise can create a new paradigm for discovering and developing
drugs," commented James Karis, President and CEO of Entelos, Inc. "Drug failures
are often due to efficacy or toxicity issues, and while Entelos' predictive
disease models address efficacy, Iconix's toxicology databases help to address
toxicities. In addition, Entelos' recently announced collaboration with the FDA
to build a model of drug-induced human liver injury to identify patients at risk
for developing hepatotoxicity and the addition of Iconix will expand our
capability for drug safety assessment."
Jim Neal, CEO of Iconix stated: "We believe the merger of our predictive
toxicology services into Entelos creates the best value for our shareholders. By
combining our powerful approaches to better understand efficacy, safety, and new
drug uses, the expanded company will be well positioned to take advantage of the
synergies and achieve greater commercial success."
The initial consideration for the acquisition is to be satisfied by the issue of
up to 12,776,658 Entelos shares (to be adjusted for net working capital) and a
potential maximum earn out payment of $25.0 million if certain financial
milestones are achieved. Such deferred consideration is to be also satisfied in
Entelos shares, which will be based on a 10-day average closing price for the
period prior to an earn out payment.
Highlights of the acquisition:
- Entelos is to acquire Iconix Biosciences Inc., a leading provider of
toxicology data and services
- Initial consideration of up to $14.1 million (to be adjusted for net
working capital) will be satisfied by the issue of up to 12,776,658
Entelos shares based upon an Entelos share price of 55 pence. The
closing price on 29 August 2007, being the latest practicable date
prior to this announcement, was 32.5 pence and based on this closing
price, the initial consideration for Iconix is valued at up to $8.3
million.
- If certain financial milestones are achieved by Iconix one year after
the acquisition, a maximum earn out payment of $25.0 million will be
satisfied by the issue of Entelos shares, which will be based on a 10-
day closing price for the prior period
- Iconix's predictive toxicology capability combined with Entelos'
predictive in silico disease models will address the pharmaceutical
industry's two biggest issues around failures: safety and efficacy
- Iconix's DrugMatrix system has been installed at the U.S. Food and Drug
Administration (FDA) for use by the Center for Drug Evaluation and
Research (CDER) to evaluate voluntarily genomic data submissions. In
addition, Iconix is a member of the Predictive Safety Testing
Consortium, which is developing data and processes to support the
regulatory use of new safety biomarkers
- This acquisition of Iconix, as well as Entelos' collaboration with the
FDA to develop a predictive model of drug-induced human liver injury,
expands the combined companies' reach into safety assessment
- Iconix's technology will also add significant new capabilities for
translational medicine and for finding new uses for existing drugs and
drug combinations
Iconix is the leading provider of toxicogenomic reference information used by
pharmaceutical companies to prioritise chemical compounds in development and
minimise or eliminate toxicity. In traditional drug development, safety
assessment of drug candidates is performed in vivo in laboratory animals only
after lead compounds have been selected and initial efficacy studies have been
completed. As a consequence, adverse events and potential side effects of a
chemical compound or compound series are often discovered relatively late in the
development process. Iconix provides core toxicology databases that contain gene
expression patterns for hundreds of drug compounds with known toxicities that
can be used to help predict and rapidly test novel molecules for potential
toxicities using much shorter and faster in vitro (in a test tube) studies.
Iconix will become part of Entelos' Technology and Services division. As a
consequence of the acquisition, Entelos anticipates consolidating certain
administrative and operational positions at Iconix to Entelos' headquarters in
Foster City, California. Mr. Neal will join Entelos as the company's Chief
Business Officer.
Transaction details
The closing initial payment is up to $14.1 million, adjusted for net working
capital, to be satisfied by the issue of up to 12,776,658 Entelos shares, with a
reference price of 55 pence per share, to Iconix shareholders for the entire
share capital of Iconix. Based upon the closing share price of the Company of
32.5 pence as at 29 August 2007, being the latest practicable date prior to this
announcement, the initial payment for Iconix is valued at up to $8.3 million.
If certain financial milestones are achieved following closing, Entelos shares
will be issued upon the occurrence of certain events for the earn out worth up
to a maximum of $25 million. The total number of shares to be issued for the
earn out will be calculated using a 10-day average closing price for the period
prior to any earn out payment.
Iconix's major investors, who as a result of the transaction will have an
interest in Entelos shares, are Abingworth Management, Institutional Venture
Partners, Kleiner Perkins Caufield and Byers, and MDS Pharma Services.
All of the shares to be issued in connection with the initial consideration will
be subject to a lock up agreement that provides that subject to certain limited
exemptions (including with the prior written consent of Entelos) the issued
shares will not be disposed of for 12 months following the expected effective
date of the merger of 31 August 2007. Earn out shares issued one year after the
closing will be subject to a six-month lock up from the date of issue.
Under US GAAP rules, for the year ended 31 December 2006, Iconix reported $4.9
million in revenues and a loss of $11.2 million with gross assets of $7.6
million. Entelos expects Iconix to be cash-flow neutral on a pro-rata cash basis
going forward and to add about $1 million to 2007 recognized revenues.
Following the acquisition, an application will be made for the newly issued
Entelos shares to be admitted to AIM. Entelos expects to make an announcement in
due course of the exact number of shares to be issued once the books have been
closed for Iconix as of 31 August 2007.
For further information please contact:
Entelos, Inc.
James Karis, President and CEO Tel: +1 650 572 5400
Alan Blazei, CFO
Jill Fujisaki, VP Investor Relations
Iconix Biosciences
Jim Neal, CEO Tel: +1 650 567 5500
Evolution Securities
Bobbie Hilliam, Associate Director Tel +44 (0) 20 7071 4300
Tim Worlledge, Director
Buchanan Communications
Lisa Baderoon / Mary-Jane Johnson Tel +44 (0) 20 7466 5000
Notes for Editors
About Entelos
Entelos, Inc. (
www.entelos.com) is a US-based life sciences company applying
next-generation predictive technologies to revolutionize the way medicines are
discovered, developed, and utilized. The Company leverages its proprietary in
silico disease models, known as PhysioLab platforms, to help select and develop
compounds, assess safety, optimize clinical trials and combination therapies,
evaluate in-licensing candidates, and better position products in competitive
markets. In addition to internal drug programs in rheumatoid arthritis and
women's health, Entelos partners with global pharmaceutical companies and
provides customized technology and research services in cardiovascular diseases,
asthma, obesity, diabetes, rheumatoid arthritis, hematopoeisis (anemia),
cholesterol metabolism, skin sensitization, and liver toxicity. The company
recently launched realabTM, a simulation tool to provide web-based access to
Entelos' powerful PhysioLab platforms via the Internet.
About Iconix
Iconix Biosciences Inc., the leader in toxicogenomics products and services, has
pioneered the integration of chemistry and genomics to enable the pharmaceutical
and other industries to develop safer drug candidates and compounds. The
company's technologies increase the odds of advancing the right candidates to
the clinic, reduce attrition rates in late-stage trials and help keep the costs
of drug discovery in check. Iconix provides reference systems and universally
recognized expertise to predict safety liabilities, side effects and mechanisms
of toxicity for drug candidates and environmental chemicals. Iconix's DrugMatrix
system has been installed at the U.S. Food and Drug Administration for use by
CDER (Center for Drug Evaluation and Research) scientists and reviewers in a
range of toxicogenomics applications and is used by the FDA to evaluate
voluntarily genomic data submissions. The company has major research
collaborations and technology alliances with Bristol Myers Squibb, Abbott
Laboratories and Eli Lilly and has strategic partnerships with leading life
sciences companies including Affymetrix and GE Healthcare.
This information is provided by RNS
The company news service from the London Stock Exchange