Current News

Contact | Print version | PDF version | Send article | RSS feed

Antisoma to acquire Boston-based Xanthus Pharmaceuticals

20 May 2008 - Antisoma plc announced that it has entered into an agreement to acquire private US oncology company Xanthus Pharmaceuticals, Inc. in an all-share deal valued at GBP 26.8 million (USD 52.2 million). Simultaneously, Antisoma has executed a fundraising that will provide an additional GBP 20.9 million before expenses to the Enlarged Group. G lyn Edwards, CEO of Antisoma, said: "This is a transforming deal. Combining Antisoma and Xanthus produces a company with the critical mass and mature pipeline needed to become a major player in oncology." Richard T. Dean, PhD, CEO of Xanthus, added: "We're delighted to be joining forces with one of the emerging stars in oncology to produce a company with an impressive portfolio of drug candidates and the resources to maximise their value."
 
To acquire the entire issued share capital of Xanthus, Antisoma will issue to Xanthus's shareholders an aggregate of 97.3 million new ordinary shares in the share capital of Antisoma if the closing date is on or prior to 16 June 2008 or an aggregate of 99.3 million new ordinary shares in the share capital of Antisoma if the closing date is on or after 17 June 2008, representing approximately 22% of the issued share capital of Antisoma.
 
If the total consolidated balance sheet liabilities of Xanthus upon closing of the transaction are in excess of USD 4.2 million net of cash, Antisoma will be entitled to reduce the consideration payable by the amount of such excess. Up to 10% of the total consideration payable will be held back by the Company until 18 months after the closing date of the transaction, subject to deductions based on claims for indemnity by Antisoma or as otherwise allowed under the terms of the acquisition agreement. Based on Antisoma's closing share price on 15 May 2008 of 27.5 pence, Xanthus is valued at GBP 26.8 million or approximately USD 52.2 million. It is a condition to closing that the Xanthus shareholders agree not to dispose of the new ordinary shares that they receive in satisfaction of the consideration payable to them for a period of one year from the closing date, subject to certain exceptions. Closing of the transaction is expected to be on or around 10 June 2008.