Celldex Therapeutics, Inc. (Nasdaq: CLDX) today announced it has
entered into a definitive agreement to acquire CuraGen Corporation
(Nasdaq: CRGN). The acquisition will add a portfolio of
oncology-focused, fully-owned antibodies to Celldex�s Precision
Targeted Immunotherapy Platform. Celldex will acquire CuraGen in a
tax-free stock-for-stock transaction, which values CuraGen at
approximately $94.5 million, subject to certain adjustments
described within the definitive agreement. In addition to its
pipeline, CuraGen is expected to have a cash balance of at least
$54.5 million net of certain acquisition-related costs and CuraGen
convertible debt at the transaction�s close, which is anticipated
to occur in the third quarter of 2009. Concurrent with the closing
of the transaction, Dr. Timothy Shannon, President and Chief
Executive Officer of CuraGen, will join the Celldex Board of
Directors.
Anthony Marucci, President and Chief Executive Officer of
Celldex, stated, �The CuraGen acquisition fulfills a major
initiative to identify, acquire and integrate value-creating,
synergistic assets to fuel our Precision Targeted Immunotherapy
Platform and enhance Celldex�s antibody-based technology pipeline.
In addition, this acquisition further strengthens Celldex�s
intellectual property estate and balance sheet, providing cash
resources to advance our clinical development programs into 2012.
Further, on behalf of the Celldex board and management team, I�d
like to welcome Tim to our Board of Directors. We believe this
transaction represents a combination that clearly exceeds the sum
of its parts.�
Timothy Shannon, M.D., President and Chief Executive Officer of
CuraGen, commented, �CuraGen�s Board of Directors considered a
range of strategic alternatives to increase shareholder value and
concluded that this transaction represents the best opportunity for
our shareholders. We believe Celldex�s immunotherapy expertise and
platform technology provide an excellent fit for our antibody
portfolio, industry collaborations, technological assets and
intellectual property. The deal also offers CuraGen investors
reduced risk via ownership of a broader portfolio, while still
retaining upside potential of CR011 in the combined company.�
CuraGen Corporation has a portfolio of 11 fully-owned, human
antibodies that the Company selected, optimized and advanced during
its collaboration with Abgenix (acquired by Amgen). CR011,
currently in Phase 2 studies, is an antibody-drug conjugate that
targets GPNMB, a protein that is highly expressed in metastatic
breast cancer and melanoma. CR011 has shown promising early
evidence of anti-tumor activity, including objective tumor
responses, in patients with breast cancer and unresectable stage
III and IV melanoma.
�Celldex�s expertise in developing novel antibody-based
therapeutics will enable us to seamlessly integrate CuraGen�s
antibody programs into our Precision Targeted Immunotherapy
Platform and selectively identify and advance the candidates we
believe hold the most therapeutic promise,� said Thomas Davis,
M.D., Chief Medical Officer of Celldex.
Celldex Therapeutics is discovering and developing innovative
targeted immunotherapeutics for the treatment of cancer, infectious
and inflammatory diseases. The Company�s focus is on the use of
tumor-specific targets and human monoclonal antibodies to precisely
deliver therapeutic agents through their novel targeted
immunization approach. Celldex�s deep pipeline consists of product
candidates in varying stages of development, with lead candidate
CDX-110, partnered with Pfizer, currently undergoing evaluation in
a Phase 2 clinical trial in newly diagnosed glioblastoma multiforme
(GBM) and CDX-1307, currently enrolling in a Phase 1 study in
epithelial tumors. In addition, the Company recently completed the
successful preclinical development of CDX-1401, a candidate for
study in multiple solid tumors.
The acquisition of CuraGen adds to Celldex�s clinical
development program a number of important milestones anticipated
over the next 12 to 18 months including:
- Present data at ASCO in June of
2009
- Phase 2 CDX-110 ACT II and
ACTIVATE data in GBM
- Phase 2 CR011 breast cancer and
melanoma data
- Phase 1 CDX-1307 combination
data in epithelial cancers
- Continue development of and/or
enrollment in core clinical programs
- Phase 2 ACT III study of CDX-110
in GBM; design of randomized study in GBM
- Phase 2 CR011 studies in breast
cancer and melanoma; determine next steps for CR011 development in
breast cancer and melanoma
- Phase 1 CDX-1307 novel
combination therapy study in epithelial cancers
- Initiate new clinical studies
- Phase 2 CDX-1307 randomized
study in bladder cancer
- Phase 1/2 CDX-1401 study in
multiple solid tumors
- File at least one IND resulting
from recent business development and licensing activities
- Drive internal research to fuel
an exciting pipeline of opportunities for future years
Transaction Terms
Under the terms of the definitive agreement, Celldex will
acquire CuraGen in a tax-free stock-for-stock transaction,
representing an equity value of approximately $94.5 million. The
purchase price payable in this transaction is subject to certain
adjustments described within the definitive agreement, including a
collar of between�32.5% and 58% of Celldex's outstanding common
stock. The transaction, which is subject to the receipt of CuraGen
and Celldex stockholder approvals and other customary closing
conditions, is expected to be completed in the third quarter of
2009.
CuraGen is expected to deliver $68.6 million in cash, net of
acquisition-related costs, including transaction fees and severance
payments and a closing balance sheet adjustment. At the close of
the transaction, Celldex will assume $14.1 million of CuraGen�s 4%
convertible debt due in February 2011, resulting in an expected
$54.5 million of net cash. The Boards of Directors of each of
Celldex and CuraGen have approved the transaction and unanimously
recommended that their stockholders approve the transaction.
Celldex was advised by WBB Securities, LLC, Brean Murray, Carret
& Co., LLC and Lowenstein Sandler PC. CuraGen was advised by
Piper Jaffray & Co. and Wilmer Cutler Pickering Hale and Dorr
LLP.
Conference Call Information
A joint conference call will be held on Friday, May 29, 2009 at
8:30 AM ET to discuss the proposed acquisition. The conference call
may be accessed by visiting www.celldextherapeutics.com or
www.curagen.com. The webcast and telephonic replay will be
available following the filing of the conference call transcript
with the SEC.
Callers may also access the call with the following dial-in
information:
Domestic phone number: (800) 299-0433 � � � Passcode: 10533463
International phone number: (617) 801-9712 Passcode: 10533463
Callers may access the replay with the following dial-in
information:
Domestic phone number: (888) 286-8010 � � � Passcode: 97792467
International phone number: (617) 801-6888 Passcode: 97792467
About Celldex Therapeutics, Inc.
Celldex Therapeutics (Nasdaq: CLDX) is an integrated
biopharmaceutical company that applies its comprehensive Precision
Targeted Immunotherapy Platform to generate a pipeline of
candidates to treat cancer and other difficult-to-treat diseases.
Celldex�s immunotherapy platform includes a complementary portfolio
of monoclonal antibodies, antibody-targeted vaccines and
immunomodulators to create novel disease-specific drug candidates.
For more information, please visit www.celldextherapeutics.com.
About CuraGen Corporation
CuraGen Corporation (Nasdaq: CRGN) is a biopharmaceutical
company dedicated to improving the lives of patients by developing
promising pharmaceutical products that address unmet medical
needs.�CuraGen�s therapeutics are based on research into novel drug
targets and mechanisms that are believed to play a role in the
underlying disease. CuraGen has translated this research and
understanding into a pipeline of protein, antibody and
antibody-drug conjugate drugs.�For more information, please visit
www.curagen.com.
Additional Information about the Transaction and Where to
Find It
This communication contains �forward-looking� statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements are typically preceded by words such as
�believes,� �expects,� �anticipates,� �intends,� �will,� �may,�
�should,� or similar expressions. These forward-looking statements
are subject to risks and uncertainties that may cause actual future
experience and results to differ materially from those discussed in
these forward-looking statements. Important factors that might
cause such a difference include, but are not limited to, costs
related to the transaction; failure of Celldex�s and CuraGen�s
stockholders to approve the transaction; Celldex�s and CuraGen�s
inability to satisfy the conditions of the transaction; the risk
that Celldex�s and CuraGen�s businesses will not be integrated
successfully; the combined company�s inability to further identify,
develop and achieve commercial success for new products and
technologies; the possibility of delays in the research and
development necessary to select drug development candidates and
delays in clinical trials; the risk that clinical trials may not
result in marketable products; the risk that the combined company
may be unable to successfully secure regulatory approval of and
market its drug candidates; the risks associated with reliance on
outside financing to meet capital requirements; risks of the
development of competing technologies; risks related to the
combined company�s ability to protect its proprietary technologies;
risks related to patent-infringement claims; risks of new, changing
and competitive technologies and regulations in the U.S. and
internationally; and other events and factors disclosed previously
and from time to time in Celldex�s and CuraGen�s filings with the
SEC, including Celldex�s and CuraGen�s Annual Reports on Form 10-K
for the year ended December 31, 2008. The companies do not
undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events.
In connection with the proposed transaction, Celldex and CuraGen
intend to file relevant materials with the SEC, including a joint
proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION. The joint proxy
statement/prospectus and other relevant materials (when they become
available) and any other documents filed by Celldex or CuraGen with
the SEC may be obtained free of charge at the SEC�s website at
http://www.sec.gov. In addition, investors may obtain free copies
of the documents filed with the SEC (i)�by contacting CuraGen�s
Investor Relations at (888) 436-6642 or by accessing CuraGen�s
investor relations website at www.curagen.com; or (ii)�by
contacting Celldex�s Investor Relations at (781) 433-0771 or by
accessing Celldex�s investor relations website at
www.celldextherapeutics.com. Investors are urged to read the joint
proxy statement/prospectus and the other relevant materials when
they become available before making any voting or investment
decision with respect to the transaction.
Participants in the Solicitation
The directors and executive officers of Celldex and CuraGen may
be deemed to be participants in the solicitation of proxies from
the holders of Celldex and CuraGen common stock in respect of the
proposed transaction. Information about the directors and executive
officers of Celldex and CuraGen are set forth in Celldex�s and
CuraGen�s most recent Form 10-K and Form 10-K/A, which were filed
with the SEC on March 5, 2009 and April 30, 2009, respectively.
Investors may obtain additional information regarding the interest
of Celldex and its directors and executive officers, and CuraGen
and its directors and executive officers in the proposed
transaction, by reading the joint proxy statement/prospectus
regarding the transaction when it becomes available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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