Epimmune and Anosys announce merger agreement

14-May-2003

Epimmune Inc. and Anosys Inc. today announced that they have entered into a definitive merger agreement under which Epimmune will merge with privately-held Anosys in a strategic transaction that will create a combined company focused on the field of immunotherapeutics and products for the treatment of cancer and infectious diseases. The transaction, which has been approved by the boards of directors of both companies, is subject to approval by the shareholders of both companies, obtaining commitments for capital resources to fund the combined company's operations and various other conditions that must be satisfied prior to closing the merger.

Under the terms of the agreement, all of Anosys' common and preferred stock will be exchanged for Epimmune common stock in a tax-free transaction. Following the closing of the merger and prior to the closing of the related financing, Epimmune's existing stockholders will own 65% of the combined company and Anosys' existing stockholders will own 35%, subject to a potential downward purchase price adjustment based on the balance sheet of Anosys at the closing of the merger. In addition, after any adjustments to the purchase price based on the Anosys balance sheet, the value of the Epimmune shares to be issued in the merger is capped at $16,000,000, based on the 10 day average closing price prior to the closing of the merger. Based on Epimmune's closing stock price of $1.60 on May 9, 2003 and assuming no adjustment to the purchase price based on the Anosys balance sheet, the transaction is currently valued at approximately $13.5 million. The combined company will be headquartered in San Diego with additional manufacturing facilities in Menlo Park, California and Evry, France.

Effective upon the closing of the merger, Dr. Emile Loria will remain the Chief Executive Officer of Epimmune and Dr. Jean-Bernard Le Pecq, the current Chief Executive Officer and Chief Scientific Officer of Anosys, will become Chief Scientific Officer of Epimmune.

https://www.bionity.com/en/news/22835/epimmune-and-anosys-announce-merger-agreement.html