Protein Design Labs, Inc. (PDL) and privately held Eos Biotechnology, Inc. announced that they have entered into a definitive merger agreement under which PDL would acquire 100 per cent of the outstanding stock of Eos in a stock-for-stock transaction valued at $37.5 million.
Under the terms of the agreement, PDL is expected to issue approximately 4.3 million shares. The merger is anticipated to close late in the first quarter of 2003, and is subject to governmental filings and other customary conditions. The boards of directors of both companies have unanimously approved the transaction.
PDL said the transaction, if completed, could expand the PDL clinical development pipeline by providing up to two additional clinical development programs within the first 12 months from closing. Eos' lead development-stage program, Eos200-4, is a chimeric antibody targeting the a5b1 integrin, and is under development as an anti-angiogenic agent for treatment of solid tumors.
Eos recently filed an Investigative New Drug (IND) application for Eos200-4 and a Phase I trial is expected to begin in the first half of 2003. Eos' second development-stage program, Eos200-F, is the Fab fragment of Eos200-4 under pre-clinical development for certain ocular indications, including age-related macular degeneration. PDL believes that, provided additional pre-clinical studies are conducted with favorable results, the Company should be in a position to file an IND for Eos200-F by the first quarter of 2004.
The transaction also has potential to enhance PDL's research pipeline as Eos' genomics-based target discovery platform has identified more than 20 additional antibody targets in oncology, and antibodies directed to a number of these targets are in various stages of functional validation.
In the event the transaction is consummated, PDL will appoint two new officers as members of PDL management: Richard Murray, Ph.D., currently vice president, Research, Eos, would become vice president, Research, PDL, and Barbara Finck, M.D., currently vice president, clinical development, Eos, would become vice president, clinical development, PDL. Bill Benjamin, Ph.D., PDL's current vice president, research operations, will assume the new role of vice president, research technologies, and provide a lead role in continuing to identify and evaluate promising new antibody products and related technology.
“We are extremely pleased to announce PDL's first acquisition, and one that is consistent with two of our recently announced initiatives to bring additional antibody-based products into the clinical development pipeline while enhancing our research output,” said Mark McDade, chief executive officer, PDL. “This transaction adds significant oncology depth, both in the potential product pipeline as well as in our platform capabilities and competence.
“Together with the targets arising from our Exelixis collaboration in oncology,” Mr. McDade noted, “we will possess dozens of promising antibody targets at the research level, which we believe could lead to a steady flow of new antibody candidates beginning in 2004. This proposed transaction demonstrates PDL's ability to quickly identify and execute opportunities that offer promising clinical programs and/or targets in our core disease franchises of oncology and immunology.”
Further commenting on the importance of Eos' team, Mr. McDade added, “As we are hoping to retain many of the employees from Eos, we are excited by the new strength we will possess in the antibody research area, with a much deeper scientific team to be led post-closing by Dr. Richard Murray, one of Eos' co-founders with extensive prior experience at DNAX. Our efforts in clinical development will be aided by the experience and expertise of Barbara Finck, M.D., a rheumatologist and highly regarded clinical investigator who was a key member of the Enbrel clinical development team at Immunex.”
David W. Martin, Jr., M.D., chief executive officer and co-founder of Eos, said, “We are gratified to join forces with PDL, a company that we believe possesses both considerable antibody engineering and development know-how and the financial and manufacturing resources to carry our programs and platform forward. We are excited that this combination could help forge a fully integrated organization that can develop antibody-based therapeutics from target discovery through commercialization. It's clear that PDL, with Rich Murray heading Research, will work aggressively to create antibodies against current and future targets discovered with the Eos platform technologies. This outstanding combination ultimately will maximize the value of Eos and help bring much-needed therapeutics to patients.”