Aphton Corporation has entered into a definitive agreement to acquire Igeneon, a privately held biopharmaceutical company based in Vienna, Austria that is focused on the development of immunotherapy-based therapeutics for the treatment of cancer. Pursuant to the agreement, Igeneon stockholders will receive 21.5 million shares of Aphton common stock in exchange for 100 per cent of the equity of Igeneon.
Based on the closing price of Aphton's common stock on December 14, 2004, the value of the deal would be approximately $81 million. The transaction has been independently reviewed and approved by the boards of both companies and is contingent upon approval by a majority of voting Aphton stockholders.
With the signing of this transaction, Aphton takes a significant step toward implementing its strategy of expanding its oncology-focused business. Igeneon offers a promising pipeline with late-stage products and an experienced research and development organization. Igeneon's pipeline significantly augments Aphton's late-stage development program in immunotherapy-based therapeutics, including its lead product, Insegia (G17DT immunogen), for the treatment of gastric and pancreatic cancers. Igeneon has multiple therapeutic programs addressing significant unmet medical needs in oncology.
Igeneon's lead product IGN101 is currently in late stage clinical trials for the treatment of non-small cell lung and colon cancer.
Dr Patrick Mooney, president and chief executive officer of Aphton commented, "since becoming CEO I have made it clear that one of the main priorities for Aphton was to broaden and deepen its proprietary pipeline of oncology-based immunotherapeutics. This transaction accomplishes that goal. Igeneon is a very good 'strategic fit' for Aphton that we believe results in a global company with an industry-leading immunotherapeutic franchise."
Dr Mooney continued, "Through this acquisition, we not only gain an experienced team, but we create a pipeline and infrastructure that we expect to provide the foundation for sustainable growth in a competitive commercial oncology business. We see Igeneon's lead products IGN101 and IGN311 as an important complement to our ongoing programs led by Insegia, for which we anxiously await pivotal clinical trial data."
"We believe that this transaction brings significant value to Igeneon stockholders and recognizes the high quality programs that we have built," said Dr Manfred Ruediger, CEO, Igeneon. "Aphton is a top-tier biotech company with the resources and commitment to take our programs to the next level as we continue to expand our research programs and, ultimately, commercialize products. In assessing the future direction of our programs we felt strongly that the synergies of the combined Aphton-Igeneon team and platforms were by far the strongest."
Igeneon's product portfolio will serve as a solid complement to Aphton's development pipeline that is focused on pursuing direct immunotherapy approaches to the treatment of cancer and other diseases. Immunotherapy may have certain advantages over other targeted therapies by including specificity that may lead to better efficacy and decreased toxicities for patients. Aphton's lead product Insegia is currently in a Phase III randomized, double-blind, clinical trial administered in combination with gemcitabine, for the treatment of advanced pancreatic cancer. This study is fully enrolled and the results continue to be blind to the company.
In addition to the Phase III combination study for Insegia, Aphton has also recently completed and reported positive data from a Phase III monotherapy pancreatic cancer trial, for which it has filed for marketing approval in Canada, Australia and Switzerland.
A positive Phase II combination therapy trial with cisplatin and 5FU in advanced gastric cancer was also reported at the most recent American Society of Clinical Oncology meeting in 2004. The company continues to make substantial progress in its research and development (R&D) pipeline including its partnered programs. Aphton is committed to accelerating its activity in defining and developing approaches to treat cancer and other diseases.
Under terms of the agreement, the transaction will take the form of a stock purchase and is expected to be complete pending approval by a majority of Aphton voting stockholders. Aphton anticipates it may incur charges associated with the transaction which will be detailed in the proxy statement following its closing.UBS Securities, LLC acted as financial advisor and Akerman Senterfitt acted as legal counsel to Aphton Corporation.