--Conference call scheduled for Friday, May 29, 2009 at 8:30 AM ET--
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Transaction adds 11 oncology-focused antibodies, including CR011,
to expand Celldex’s Precision Targeted Immunotherapy Platform
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Increases potential value of both CuraGen and Celldex assets
through combined technologies and intellectual property
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Increases Celldex’s pro forma cash to an expected $96 million at
close; extends cash resources into 2012
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:
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Present data at ASCO in June of 2009
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Phase 2 CDX-110 ACT II and ACTIVATE data in GBM
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Phase 2 CR011 breast cancer and melanoma data
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Phase 1 CDX-1307 combination data in epithelial cancers
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Continue development of and/or enrollment in core clinical programs
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Phase 2 ACT III study of CDX-110 in GBM; design of randomized
study in GBM
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Phase 2 CR011 studies in breast cancer and melanoma; determine
next steps for CR011 development in breast cancer and melanoma
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Phase 1 CDX-1307 novel combination therapy study in epithelial
cancers
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Initiate new clinical studies
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Phase 2 CDX-1307 randomized study in bladder cancer
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Phase 1/2 CDX-1401 study in multiple solid tumors
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File at least one IND resulting from recent business development and
licensing activities
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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:
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Domestic phone number: (800) 299-0433
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Passcode: 10533463
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International phone number: (617) 801-9712
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Passcode: 10533463
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Callers may access the replay with the following dial-in information:
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Domestic phone number: (888) 286-8010
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Passcode: 97792467
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International phone number: (617) 801-6888
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Passcode: 97792467
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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.
CRGN-P
Celldex Therapeutics, Inc.
Avery W. Catlin, 781-433-0771
Chief
Financial Officer
info@celldextherapeutics.com
or
Investor
Relations:
MacDougall Biomedical Communications
Sarah
Cavanaugh, 781-235-3060
scavanaugh@macbiocom.com
or
Media:
BMC
Communications Group
Dan Budwick, 973-271-6085
dbudwick@bmccommunications.com
or
CuraGen
Corporation
Sean Cassidy, 888-436-6642
Vice President and
CFO
scassidy@curagen.com