Pharmexa A/S and Affitech AS announced that they have entered into a conditional agreement to merge the two companies by means of a share for share acquisition by Pharmexa A/S of the private Norwegian company, Affitech AS. The purpose of the merger is to transform Pharmexa from a cancer and infectious disease vaccine business into a company focused on the research and development of human antibody therapeutic drugs.
Under the terms of the merger agreement, Pharmexa will offer to acquire 100% of the outstanding and issued share capital of Affitech AS in exchange for newly issued shares in Pharmexa. On completion of the transaction, Affitech shareholders will own approximately 70% and Pharmexa shareholders 30% of the merged Company. The combined Company will be renamed Affitech A/S and it is the aim to continue the Company's listing on the Nasdaq OMX exchange in Copenhagen. The existing Affitech drug discovery business in Oslo will be renamed Affitech Research AS.
As part of the merger certain Affitech shareholders will undertake to participate in a new share issue which Pharmexa expects to take place during Q2 or Q3 2009.
The merger agreement and consummation of the transactions contemplated thereby are subject to approval by the shareholders of both Affitech AS and Pharmexa A/S. Pharmexa expects to convene an extraordinary shareholders' meeting in March/April for the approval of the transaction.