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For
Immediate Release
Merger of Pharmagene plc
and Asterand Inc.
To Form A Leading Company
In Human Tissue Supply and Human Tissue Based Research Services
Pharmagene, the UK listed human tissue based drug
discovery company, announces that it has agreed the terms of a
Merger with Asterand,
a private US company focused on human tissue supply and services.
Merger Highlights
The Directors of Pharmagene believe that the Merger will create
a leading company in human tissue supply and human tissue based
research services comprising
• A tissue supply network of over 70 sites
in the United States, the United Kingdom, Western and Eastern
Europe and a biorepository of approximately 300,000 samples
• A broad commercial offering which includes the supply
of tissue samples, tissue derivatives and experimental research
services
• A client base of over 70 pharmaceutical
and biotech companies, serviced by an international sales and
marketing organisation
• A service business focused on revenue generation
• The Merger is being implemented by means
of a share-for-share exchange such that Asterand Shareholders,
on Completion, will become entitled to receive approximately 54.2
million Ordinary Shares representing 50 per cent of the issued
share capital of the Enlarged Group. In addition, Deferred Consideration
will be payable to Asterand Preferred Shareholders equivalent
to five times the profit before tax of the Enlarged Group for
the financial year ending 31 December 2006, subject to certain
adjustments
• Upon Completion it is proposed that Pharmagene plc
will be renamed Asterand plc
• The management of the Enlarged Group will
be led by Randal Charlton, Chief Executive Officer (currently
Asterand’s CEO), Ronald Openshaw, Chief Financial Officer
(currently Pharmagene’s Acting CEO & CFO) and Martin
Stefanelli, Chief Operating Officer (currently Asterand’s
COO)
• The Merger has been classified as a reverse takeover
of Pharmagene under the Listing Rules and, accordingly, trading
in Ordinary Shares is being suspended. It is anticipated that
trading will recommence after publication of the Circular, which
will be posted to Pharmagene Shareholders as soon as practicable
• The transaction is subject to approval
by the shareholders of both Pharmagene and Asterand
• Following a strategic review to focus on human tissue
research services, Pharmagene has commenced rationalisation
of its operations
Commenting on the Merger, Ronald Openshaw, Acting CEO and CFO
of Pharmagene said:
“This strategic combination is designed to create a leading
company in human tissue supply and human tissue based research
services. Asterand and Pharmagene have complementary geographic
strengths in Europe and the United States and the Enlarged Group
will have an international sales and marketing organisation, laboratories
in the United States and the United Kingdom and a team of qualified
research staff enabling it to offer clients a wide range of human
tissue based research services.”
Randal Charlton, Chief Executive of Asterand, added:
“The sequencing of the human genome has substantially expanded
the application of, and increased the demand for, human tissue
for research purposes. With the merger of our two companies, we
will be well placed to benefit from that growth. In particular,
the international network for human tissue supply developed by
Asterand, combined with Pharmagene’s expertise in human
tissue based research services, will enable us to provide a comprehensive
supply and service package to the pharmaceutical and biotechnology
industries.”
Contacts:
Pharmagene plc
David Lee, Chairman
Ronald Openshaw, Acting Chief Executive Officer and Chief Financial
Officer
+44 (0) 1763 211 600
Asterand Inc.
Randal Charlton, Chief Executive Officer
+1 313 263 0960
Financial Dynamics
David Yates
Sarah MacLeod
+44 (0) 20 7831 3113
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