Bristol-Myers Squibb to Advance Biologics Strategy Through Targeted
Biologics Acquisition
PRINCETON, N.J. and WALTHAM, Mass., Sept. 24 /PRNewswire-FirstCall/ --
Bristol-Myers Squibb Company (NYSE: BMY) and Adnexus(TM) Therapeutics
announced today the companies have signed a definitive agreement under
which Bristol-Myers Squibb will acquire privately held Adnexus
Therapeutics, developer of a new therapeutic class of biologics called
Adnectins(TM). The acquisition of Adnexus will help advance Bristol-Myers
Squibb's biologics strategy across multiple therapeutic areas and includes
a Phase I oncology biologic, Angiocept(TM). Adnexus Therapeutics will
become a subsidiary of Bristol-Myers Squibb and remain based in Waltham,
Massachusetts.
Under the terms of the agreement Bristol-Myers Squibb will acquire all
of Adnexus' issued and outstanding shares of capital stock and stock
equivalents in an all-cash transaction for a gross purchase price of $430
million, with the net purchase price being $415 million after deducting
Adnexus' net cash balance at closing. In addition, there is an earn-out
structure which could result in Bristol-Myers Squibb paying an additional
amount of approximately $75 million, in three increments of approximately
$25 million each, in the event certain development and regulatory
milestones are achieved. The closing of the transaction is subject to
customary regulatory approvals.
Adnectins are a proprietary class of targeted biologics developed by
Adnexus. PROfusion(TM) is Adnexus' proprietary protein design engine, with
which trillions of protein variations can be engineered at one time.
Angiocept is an Adnectin designed to be an anti-angiogenic drug and is
currently in Phase I development.
"Bringing Adnexus into the Bristol-Myers Squibb family builds upon a
successful and productive collaboration between the two companies in
oncology and is an important step in accelerating the strategic
transformation of our pharmaceutical business to a biopharma business
model," said Jim Cornelius, chief executive officer, Bristol-Myers Squibb.
"Biologics are one cornerstone of our growth strategy. This investment in
biologics discovery complements our continued investment in a growing
biologics pipeline and portfolio, and will benefit from our expanding
biologics manufacturing capabilities, both at our existing site in
Syracuse, New York, and our future large-scale bulk biologics facility in
Devens, Massachusetts."
"Adnectins and the PROfusion technology are among the most exciting
next generation biologics platforms currently in development," said Elliott
Sigal, M.D., Ph.D., executive vice president and chief scientific officer,
Bristol- Myers Squibb. "By uniting Adnexus' innovation and discovery
expertise with our internal capabilities in oncology and other therapeutic
areas, we intend to fuel the company's biologic growth strategy and
importantly, deliver innovative new treatment options for patients."
"This is an exciting milestone for our scientists, investors, and
company and is a unique opportunity to further accelerate advancement of
Adnectin- based medicines and our lead product, Angiocept," said John
Mendlein, Ph.D., J.D., CEO of Adnexus. "We are proud to bring the strength
of our science, team, and intellectual property to Bristol-Myers Squibb. We
have enjoyed a highly productive and collaborative relationship to date,
and look forward to helping Bristol-Myers Squibb advance its innovative
pipeline."
For Adnexus, Lehman Brothers served as the financial advisor, Wilmer
Hale provided legal counsel to the company, and Cooley Godward Kronish LLP
advised Adnexus investors Atlas Venture, Flagship Ventures, HBM
BioVentures, Polaris Venture Partners, and Venrock in connection with this
transaction. For Bristol-Myers Squibb, Morgan Stanley acted as financial
advisor with Cravath, Swain & Moore LLP serving as legal advisor.
About the New Adnectin Product Class and the PROfusion System
Adnectins are an emerging, proprietary protein therapeutic class that
can be designed to address a broad range of diseases. They are based on
human fibronectin, an extracellular protein that is naturally abundant in
human serum. The intrinsic properties of an Adnectin align with the
properties needed to make a successful drug, including high potency,
specificity, stability, favorable half life, and high yield E. coli
production.
Adnectins are designed using PROfusion, Adnexus' patented protein
design engine, to achieve high potency and specificity for a therapeutic
target while simultaneously selecting for ideal pharmaceutical product
characteristics. PROfusion enables Adnexus to screen trillions of unique
Adnectins for each drug discovery program to "redirect" naturally occurring
human fibronectin to act as a protein therapeutic. This greatly accelerates
Adnectin drug discovery and development.
Adnexus is the exclusive developer of Adnectins. Adnexus solely owns an
Adnectin patent estate containing issued and pending patent properties to
fundamental Adnectin forms. Because Adnectins have a different origin than
antibodies, they are not bound by traditional antibody patents. In
addition, Adnexus exclusively controls its patented PROfusion protein
design engine. Adnexus has more than 100 issued and pending patent
properties relating to Adnectins and PROfusion.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global pharmaceutical and related health care
products company whose mission is to extend and enhance human life. For
more information, please visit http://www.bms.com.
About Adnexus Therapeutics
Adnexus Therapeutics is focused on generating vital medicines through
the discovery, development, and commercialization of its broadly applicable
new therapeutic class, Adnectins. Adnexus' lead product candidate,
Angiocept (CT-322), is in Phase 1 clinical development in oncology in the
United States. The company also has a pipeline of other Adnectin products
in preclinical research across multiple therapeutic areas. Adnectins are
designed and optimized using PROfusion, the company's patented protein
design engine that uniquely enables rapid optimization of protein
therapeutics. The company is funded by five leading venture capital firms:
Atlas Venture, Flagship Ventures, HBM BioVentures, Polaris Venture
Partners, and Venrock. For more information, please visit
http://www.adnexustx.com.
Bristol-Myers Squibb Forward-Looking Statement
This press release contains "forward-looking statements" as that term
is defined in the Private Securities Litigation Reform Act of 1995,
relating to the acquisition of Adnexus Therapeutics by Bristol-Meyers
Squibb Company, the discovery, development and commercialization of
biologics products, and Bristol-Myers Squibb Company's strategies. Such
forward-looking statements are based on current expectations and involve
inherent risks and uncertainties, including factors that could delay,
divert or change any of them, and could cause actual outcomes and results
to differ materially from current expectations. No forward-looking
statement can be guaranteed. Among other risks, there can be no guarantee
that the acquisition described in this release will receive all necessary
regulatory approvals, that the acquisition will be completed, or if it is
completed, that it will close by the timelines described in this release.
If the acquisition is completed, there can be no guarantee that the
development and regulatory milestones mentioned in this release will be
achieved. Additionally, there can be no assurances that the Adnectin and
PROfusion technologies described in this release will ultimately contribute
to the growth of Bristol-Myers Squibb Company and its biologics business.
There can be no guarantee that the Adnectin and PROfusion technologies will
contribute to the discovery, development and commercialization of new
biologic products, or if such products are commercialized, that they will
be commercially successful. In addition, the Phase 1 oncology biologic
described in this release, Angiocept, is subject to all the risks inherent
in the drug development process, and there can be no assurance that the
development of Angiocept will be successful, that it will ultimately
receive regulatory approval, or that if it receives such approvals, that
Angiocept will be commercially successful. Forward-looking statements in
the press release should be evaluated together with the many uncertainties
that affect Bristol-Myers Squibb's business, particularly those identified
in the cautionary factors discussion in Bristol-Myers Squibb's Annual
Report on Form 10-K for the year ended December 31, 2006, its Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K. Bristol-Myers Squibb
undertakes no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or otherwise.
SOURCE Bristol-Myers Squibb Company
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Related links:
http://www.bms.com
http://www.adnexustx.com
CONTACT:
John Elicker, Investor Relations,
+1-212-546-3775, john.elicker@bms.com, or Tony Plohoros,
Corporate Communications, +1-609-252-7938, tony.plohoros@bms.com,
both of Bristol-Myers Squibb; or Jennifer Fron Mauer of R&D
Communications, cell: +1-215-801-7004, jennifer.mauer@bms.com; or
Katrine Bosley, Vice President Business Development, Adnexus
Therapeutics, Inc., +1-781-891-3745, pr@adnexustx.com; or Paul
Kidwell of Suda Communications, +1-617-296-3854,
paulkidwell@comcast.net, for Adnexus
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