Neose Technologies, Inc. has signed definitive asset purchase agreements with Novo Nordisk A/S and BioGeneriX AG providing for the sale of substantially all of the assets of Neose in all-cash transactions for an aggregate purchase price of approximately $43 million.
Neose, based in Horsham, Pennsylvania, is a clinical-stage bio-pharmaceutical company focused on the development of next-generation therapeutic proteins, and Novo Nordisk and BioGeneriX each are existing collaborative partners of Neose. Certain intellectual property rights, including those related to producing glycolipids, have been retained by Neose for future disposition.
The consummation of the asset sales remain subject to certain customary closing conditions, which include approval by Neose's stockholders. The asset sales are the initial step in a contemplated liquidation of Neose. Stockholder approval will also be required for the plan of liquidation.
"The announcement of these asset sales follows an extensive review of a range of strategic alternatives for the company, including obtaining further financing to continue as an independent entity and exploring mergers and acquisitions," said George J. Vergis, Ph.D., Neose president and chief executive officer. "We believe that the sale of these assets to our existing collaborative partners maximizes stockholder value and increases the probability that patients will benefit from the continued development of drug candidates that incorporate our intellectual property, including GlycoPEG-GCSF and GlycoPEGylated Factors VIIa, VIII and IX."
Assuming stockholder approval, liquidating distributions, in an amount to be determined, are expected to begin shortly after the closing of the asset sales. Neose's preliminary estimate is that there would be between $15 million to $24 million available for distribution over time to common stockholders assuming completion of the asset sales to Novo Nordisk and BioGeneriX, with the final distribution amount to be determined, and the final distribution made, after settlement of certain contingent liabilities and satisfaction of other liabilities. This preliminary estimate of aggregate distribution amounts represents $0.27 to $0.45 per share of common stock. The closing price of Neose's common stock on September 17, 2008 was $0.23 per share.
Pursuant to the terms of the common stock purchase warrants issued in connection with Neose's March 2007 equity financing, each warrant holder has an option to receive a cash payment within 30 days of the closing of the asset sales in exchange for such holder's warrants. The aggregate cash payment amount for all warrants, which will be determined according to the terms of the warrants, is expected to be up to $5 million, or up to $0.52 per warrant, depending on the trading volatility of Neose's common stock prior to, and common stock price at the time of, valuing the warrants. These amounts have been factored into the estimated aggregate distribution per share of common stock.
Commenting on these transactions, L. Patrick Gage, Ph.D., chairman of the Neose Board of Directors, added, "These transactions represent the conclusion of an extremely thorough process. We believe that the asset sales and anticipated liquidation provide the greatest value to our stockholders."
Morgan Lewis acted as special transaction counsel and RBC Capital Markets acted as exclusive financial advisor to Neose in these transactions.