FREMONT, Calif., Feb. 1 /PRNewswire-FirstCall/ -- Protein Design Labs,
Inc. (PDL) (Nasdaq: PDLI) today said that it will amend its definitive
agreement to acquire ESP Pharma, Inc. (ESP) to reflect that company's
acquisition of exclusive rights to Retavase(R) in the United States and
Canada.
On January 25, 2005, PDL and ESP announced that they had entered into a
definitive agreement under which PDL will acquire ESP for $300 million in cash
and approximately $175 million in PDL common stock, or an aggregate value of
approximately $475 million. PDL and ESP have agreed to increase the purchase
price payable to the ESP shareholders at the closing of the ESP acquisition by
$25 million in cash in connection with the Retavase transaction announced
today by ESP. The closing of the acquisition of ESP is subject to various
conditions, including the receipt of antitrust and other regulatory approvals,
and is not anticipated to close until late in the first quarter of 2005.
"We are extremely pleased by the addition of Retavase to ESP Pharma's
portfolio of proprietary products," said Mark McDade, Chief Executive Officer,
PDL. "We see a strong strategic fit with their hospital-focused presence in
cardiovascular medicine. We also believe that the addition of Retavase could
also help expand sales of Cardene(R) IV, ESP's product for the short-term
reduction of hypertension, due to an increased presence in hospital emergency
rooms." Mr. McDade added, "Overall, following closing of both ESP and the
Retavase transactions, these steps should accelerate PDL's revenue growth and
further enhance the value of this strategic combination."
ESP Pharma, a specialty pharmaceutical company focused on the acquisition,
marketing, and late-stage development of life-saving acute-care therapeutics,
today announced its acquisition of exclusive North American rights to
Retavase(R) (reteplase) from Centocor, a biopharmaceutical operating company
of Johnson & Johnson. The product currently is marketed on behalf of Centocor
Inc. by Scios, Inc., another Johnson & Johnson company. ESP Pharma noted that
its acquisition of Retavase included distribution, manufacturing, development
and marketing rights, all relevant intellectual property, and approximately
two years supply of inventory plus certain manufacturing equipment.
First introduced into the U.S. market in 1997, Retavase belongs to the
fibrinolytic or thrombolytic class of pharmaceutical agents used in the
acute-care setting to dissolve coronary blood clots and improve blood flow in
heart attack patients. Each year, in the U.S., more than one million people
suffer a heart attack (acute myocardial infarction or AMI).
Retavase is indicated for use in the management of AMI in adults for the
improvement of ventricular function following AMI, the reduction of the
incidence of congestive heart failure, and the reduction of mortality
associated with AMI. The product can be administered within a 30-minute time
window by a double-bolus injection without dose adjustment for patient weight
compared to other thrombolytics requiring longer duration intravenous
infusions or dosing adjustments based on weight.
About ESP Pharma, Inc.
ESP Pharma is committed to Excellence in Specialty Pharmaceuticals and to
helping physicians improve patient outcomes and survival in the acute-care
setting. Under the leadership of a highly experienced management team, ESP
focuses its "Buy and Build, Search and Develop" strategy on identifying
opportunities to selectively acquire and enhance the market potential of
novel, commercially available therapeutics and late-stage development
compounds to fulfill unmet market needs. Additional information about ESP is
available at http://www.ESPPharma.com .
About PDL
Protein Design Labs is a leader in the development of humanized antibodies
to prevent or treat various disease conditions. PDL currently has antibodies
under development for autoimmune and inflammatory conditions, asthma and
cancer. PDL holds fundamental patents for its antibody humanization
technology. Further information on PDL is available at http://www.pdl.com.
The foregoing contains forward-looking statements involving risks and
uncertainties and PDL's actual results may differ materially from those,
express or implied, in the forward-looking statements. The forward-looking
statements contained herein include statements about the consummation of the
pending acquisition of ESP, and of Retavase assets by ESP, and the benefits of
the pending transactions, including their potential effect upon PDL's future
financial performance. These statements are subject to inherent risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied. Such risks and uncertainties include, among others, the
possibility that regulatory or other closing conditions will not be satisfied,
whether the combined company will be able to realize the anticipated benefits
or synergies of the transactions in a timely manner or at all, and the future
revenues from ESP Pharma products. Other factors that may cause our actual
results to differ materially from those, express or implied, in the forward-
looking statements in this press release are discussed in our Annual Report on
Form 10-K for the year ended December 31, 2003, in our quarterly report on
Form 10-Q for the period ended September 30, 2004, and in other filings with
the Securities and Exchange Commission.
NOTE: Protein Design Labs and the PDL logo are registered U.S. trademarks
of Protein Design Labs, Inc. Cardene IV is a registered trademark of ESP
Pharma, Inc. Retavase is a registered trademark of Centocor.
SOURCE Protein Design Labs, Inc.
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Related links:
http://www.pdl.com
CONTACT:
James R. Goff Senior Director, Corporate
Communications of Protein Design Labs +1-510-574-1421, or
jgoff@pdl.com
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