Avant Immunotherapeutics, Inc. inked a definitive merger agreement with privately held Celldex Therapeutics, Inc. The merger would provide a substantial pipeline of product development candidates and technology platforms focused on harnessing the human immune system, including monoclonal antibodies and vaccines.
The all-stock transaction, approved by both companies' Boards of Directors, will combine the two companies under the name AVANT, and is currently expected to close in the first quarter of 2008. Celldex and AVANT shareholders will own 58 per cent and 42 per cent of the combined company on a fully diluted basis, respectively.
Closing of the merger is contingent upon a vote of approval by AVANT's current shareholders at a special meeting of shareholders expected to take place in the first quarter of 2008.
The combination of AVANT and Celldex results in a NASDAQ-listed, fully-integrated and diversified biopharmaceutical company with a deep pipeline of product candidates addressing high- value indications including oncology and infectious and inflammatory diseases, said the company in a release.
In 2008, the combined company expects to complete three compounds in mid- to late-stage clinical development and six additional candidates in earlier-stage development. The pipeline will be fuelled internally through the identification of new candidates based on Celldex's proprietary APC Targeting Technology, which utilizes human monoclonal antibody (mAb) technology to directly target the immune system and AVANT's innovative vector vaccine delivery, manufacturing and preservation technologies.
The combined company expects to announce several upcoming milestones during 2008 related to these product candidates, including phase IIb data on CDX-110 in glioblastoma multiforme (GBM), one of the most aggressive forms of brain cancer, phase II data on infectious disease candidate Ty800 for protection against Salmonella typhi, the cause of typhoid fever and phase I data on CDX-1307 in colorectal, pancreatic, bladder and breast cancers. The initiation of multiple phase I trials for oncology, infectious and inflammatory disease treatment candidates and additional novel therapeutic mAb programs will be completed, the company said.
"This proposed merger of AVANT and Celldex builds a fully-integrated, late-stage biopharmaceutical company addressing a broad spectrum of serious diseases in significant markets," said Dr. Una Ryan, president and CEO, AVANT. "Merging with Celldex adds value to our existing programs and results in a robust pipeline, including several later-stage product candidates with near-term catalysts in infectious diseases and oncology. The combined company will have multiple products advancing in tandem, mitigating risk and creating a strong, diversified company focused on clinical progress and value creation."
"This transaction forms a publicly-traded company built on our mutual expertise in developing novel immunotherapy products and backed by a widely applicable technology platform based on human monoclonal antibodies," said Charles Schaller, chairman, Celldex. "Since Celldex was spun out of Medarex as an independent private company, we have successfully progressed our lead oncology program into a phase II/III randomised study, and advanced our first APC Targeted program into two phase I trials. The merger with AVANT brings together an exceptional management team with successful experience in all aspects of drug development. In addition, this transaction extends our cGMP manufacturing capabilities, which will provide greater efficiency and flexibility to advance our current and future product candidates."
The estimated value of the combined company is approximately $115 million, based on the closing price of AVANT's stock on October 19, 2007. AVANT will issue shares of AVANT common stock to Celldex stockholders such that Celldex stockholders will own approximately 58 per cent of the combined company on a fully diluted basis and AVANT stockholders will own approximately 42 per cent on a fully diluted basis. The merger agreement has been approved by both Boards of Directors and requires approval by AVANT's stockholders.
AVANT expects to file a Form S-4 and related proxy statement with the US Securities and Exchange Commission and any other necessary regulatory filings. Depending on the review process of the regulatory agencies, the companies currently expect the merger to close in the first quarter of 2008.
AVANT Immunotherapeutics, Inc. is a Massachusetts-based company discovering and developing innovative vaccines and therapeutics that harness the human immune system to prevent and treat disease. AVANT's innovative bacterial vector delivery technologies with unique manufacturing and preservation processes offer the potential for a new generation of vaccines.
The combined company's Board of Directors will consist of four AVANT directors and four Celldex directors. The chairman of the Board will be Charles Schaller, past Chairman, Medarex.
Celldex Therapeutics, Inc. is an innovative, privately-held New Jersey-based biopharmaceutical company-spun-out of Medarex, Inc.-developing targeted immunotherapeutics for the treatment of cancer, infectious and inflammatory diseases.