Ligand Completes Neurogen Acquisition
24 12월 2009 - 7:00AM
Business Wire
Ligand Pharmaceuticals Incorporated (NASDAQ: LGND)
announced today that it has completed the acquisition of Neurogen
Corporation (NASDAQ: NRGN), following approval of the
transaction by Neurogen stockholders earlier today. As a result,
Ligand gains a fully funded partnership with Merck & Co.,
additional pipeline assets, drug discovery resources and additional
cash balances.
“This acquisition, our second in the last 12 months,
demonstrates our ability to consolidate companies in a way that
provides significant potential upside value for shareholders of
both firms,” said John L. Higgins, President and Chief Executive
Officer of Ligand. “Ligand is executing a unique strategy that
utilizes acquisitions and internal research capabilities to build
an extensive portfolio of royalty-bearing assets and early stage
pipeline programs, backed by a strong balance sheet and spending
discipline. The acquisition of Neurogen meets all of these criteria
by adding to our long roster of partnerships, expanding our drug
candidate pipeline and strengthening our cash reserves."
In connection with the acquisition, Ligand issued 4.2 million
shares of Ligand common stock and approximately $600,000 in cash to
Neurogen stockholders. In addition, Neurogen stockholders will
receive four Contingent Value Rights, as previously disclosed.
Primary Acquired Assets
- Fully Funded Partnership with
Merck for Vanilloid Receptor Subtype 1 (VR1) Antagonists: Merck
will fund 100% of program costs and make milestone and royalty
payments upon the achievement of certain development events and
commercialization of any applicable VR1 compounds.
- H3 Antagonist Program: Neurogen
has developed a significant intellectual property estate and
identified multiple clinical candidates for blockade of the
histamine H3 receptor. The H3 receptor is a target for the
potential treatment of sleep disorders, attention deficit
hyperactivity disorder (ADHD), and cognitive deficits (e.g.,
schizophrenia and Alzheimer's disease).
- Oral Erythropoietin (EPO)
Research Program: Neurogen has conducted its own drug discovery
efforts in the area and provides novel chemical scaffolds and
additional know-how that could further enhance Ligand's oral EPO
program.
- Cash and net operating loss
carryforwards (NOLs): Ligand will gain approximately $7.4 million
net in cash from this transaction, after taking into account the
$600,000 paid to Neurogen shareholders at closing. Neurogen also
has more than $180 million of NOLs. While there will be significant
limitation to the utilization of the NOLs over time given the tax
laws governing use of acquired NOLs, the NOLs may be usable to some
extent by Ligand, should the combined company become
profitable.
Financial Outlook
Reflecting the acquisition of Neurogen, Ligand projects having
more than $50 million in cash at the close of 2009.
About Ligand Pharmaceuticals
Ligand discovers and develops new drugs that address critical
unmet medical needs of patients with muscle wasting, frailty,
hormone-related diseases, osteoporosis, inflammatory diseases,
anemia, asthma, rheumatoid arthritis and psoriasis. Ligand's
proprietary drug discovery and development programs are based on
advanced cell-based assays, gene-expression tools, ultra-high
throughput screening and one of the world's largest combinatorial
chemical libraries. Ligand has strategic alliances with major
pharmaceutical and biotechnology companies, including Bristol-Myers
Squibb, Celgene, Cephalon, GlaxoSmithKline, Merck and Pfizer. With
more than 20 molecules in various stages of development, Ligand
utilizes proprietary technologies for identifying drugs with novel
receptor and enzyme drug targets.
Forward-Looking Statements
This release contains forward-looking statements that involve
risks and uncertainties. Ligand and Neurogen caution readers that
any forward-looking information is not a guarantee of future
performance and actual results could differ materially from those
contained in the forward-looking information. Words such as
“expect,” “estimate,” “project,” “potential,” and similar
expressions are intended to identify such forward-looking
statements. Such forward-looking statements include, but are not
limited to, the expected timing of closing the merger and other
statements that are not historical facts. Among the important
factors that could cause actual results to differ materially from
those in any forward-looking statements are the risks that Merck
may not advance the VR1 program successfully; the risk that
Neurogen’s real estate or the Aplindore program may not be sold and
that the conditions of the H3 and Merck CVR’s may not be met in
order to produce proceeds for the CVR holders; the anticipated
synergies and benefits from the transaction may not be fully
realized or may take longer to realize than expected; Neurogen
product candidates may have unexpected adverse side effects or
inadequate therapeutic efficacy; and positive results in clinical
trials may not be sufficient to obtain FDA approval. There can be
no assurance that any product in Ligand’s, Neurogen’s or the
projected combined company’s product pipeline will be successfully
developed or manufactured, that final results of clinical studies
will be supportive of regulatory approvals required to market
licensed products, or that any of the forward-looking information
provided herein will be proven accurate. Additional important
factors that may affect future results are detailed in Ligand’s and
Neurogen’s filings with the Securities and Exchange Commission (the
“SEC”), including each company’s recent filings on Forms 10-K and
10-Q, or in information disclosed in public conference calls, the
date and time of which are released beforehand. Each of Ligand and
Neurogen disclaims any intent or obligation to update these
forward-looking statements beyond the date of this release.
Neurogen (NASDAQ:NRGN)
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부터 5월(5) 2024 으로 6월(6) 2024
Neurogen (NASDAQ:NRGN)
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부터 6월(6) 2023 으로 6월(6) 2024