MediciNova, Inc., and Avigen, Inc. announced that they have entered into a definitive merger agreement pursuant to which MediciNova's wholly-owned subsidiary will merge with and into Avigen. Completion of the transaction will permit the combination of the companies' broad neurological clinical development programs based on ibudilast (Avigen's AV-411 and MediciNova's MN-166).
Under the terms of the merger agreement, which has been approved by both companies' boards of directors, Avigen shareholders will have the right to elect to receive an amount currently estimated at approximately $1.24 per share in either cash or secured convertible notes to be issued by MediciNova. Approximately $1.19 of this consideration will be paid at the closing, and approximately $0.05 will be paid at June 30, 2010.
As set forth in the merger agreement, both payments are subject to certain potential adjustments. The first payment is subject to adjustment based on activities related to the liquidation or sale of certain assets of Avigen in connection with the winding down of its operations prior to closing. The second payment is subject to upward adjustment based on savings in estimated expenses through closing and receipt of certain payments post-closing as well as downward adjustment in the event that closing liabilities exceed estimated liabilities through closing.
The secured convertible notes will be convertible on the final business day of each month into shares of MediciNova common stock at a conversion price of $6.80 per share, which conversion price is based on the volume-weighted average price of MediciNova's common stock as quoted on Nasdaq and the Osaka Securities Exchange over the 20 trading days prior to signing of the merger agreement. The convertible notes will mature on the 18-month anniversary of the closing of the merger, and the indenture governing the notes will include customary events of default and anti-dilution adjustments.
In addition, Avigen's stockholders will be entitled to one Contingent Payment Right (CPR) that will entitle holders under certain circumstances to a pro rata portion of one or more of the following: (1) in the event the first milestone payment of $6.0 million, or approximately $0.20 per share, under Avigen's 2005 assignment agreement with Genzyme Corporation (Genzyme Agreement) is achieved in the 20 months following closing, a cash payment of the proceeds (to the extent such cash is received by MediciNova in the 20 months following closing); (2) in the event the Parkinson's product reverts to MediciNova under the Genzyme Agreement and is subsequently sold, licensed or otherwise transferred, 50 per cent of the proceeds received in cash in the 20 months following closing; and (3) the amount of money remaining in the plan trust established under Avigen's management transition plan following termination of such trust. In each case, the payments will be net of any related out-of-pocket costs, damages, fines, penalties and expenses incurred by MediciNova. The CPRs will not be transferable except in limited circumstances.
Yuichi Iwaki, M.D., Ph.D., MediciNova's president and chief executive officer, said, "We are excited about combining Avigen with MediciNova and believe that it presents a unique opportunity for shareholders of both companies, most notably, the ability to more fully take advantage of the opportunities that the ibudilast compound and analogs provide in a variety of indications and markets."
"We believe the transaction reduces many of the uncertainties involved with dissolution and is in the best interests of our shareholders," commented Andrew Sauter, Avigen's chief executive officer, president and chief financial officer. "In addition, we believe that combining the two companies' ibudilast programs will enhance the global development potential for the compound that could benefit patients with a range of neurological indications."
The transaction is expected to close in the fourth quarter of 2009 and is subject to approval of Avigen's stockholders and approval of MediciNova's stockholders as well as other customary closing conditions. In addition, the closing is conditioned on the receipt of certain releases from Avigen's directors (other than John K.A. Prendergast), Kenneth Chahine, Kirk Johnson and Andrew A. Sauter.
RBC Capital Markets Corporation is acting as financial advisor to Avigen and Cooley Godward Kronish LLP is serving as its legal counsel. Ladenburg Thalmann & Co. Inc. (NYSE Amex: LTS) is acting as financial advisor to MediciNova, Euclidean Life Science Advisors is acting as its business advisor and Dechert LLP is serving as its legal counsel.
MediciNova, Inc. is a publicly-traded biopharmaceutical company focused on acquiring and developing novel, small-molecule therapeutics for the treatment of diseases with unmet need with a specific focus on the US market.
Avigen is a biopharmaceutical company that has focused on identifying and developing differentiated products.