Genentech Announces Agreement to Acquire Tanox for $20 Per Share
10 11월 2006 - 7:50AM
PR Newswire (US)
SOUTH SAN FRANCISCO, Calif. and HOUSTON, Nov. 9
/PRNewswire-FirstCall/ -- Genentech, Inc. (NYSE:DNA) and Tanox,
Inc. (NASDAQ:TNOX) today announced plans for Genentech to acquire
Tanox, a biotechnology company specializing in the discovery and
development of biotherapeutics based on monoclonal antibody
technology, for $20 per share for a total cash value of
approximately $919 million. Genentech and Tanox have been working
together in collaboration with Novartis since 1996 to develop and
commercialize Xolair(R), an anti-IgE monoclonal antibody approved
by the FDA in 2003 as a treatment for patients with
moderate-to-severe allergic asthma. Upon the closing of the
acquisition, Genentech will improve its financial results for
Xolair by eliminating the royalty it currently pays to Tanox and by
obtaining Novartis' profit share and royalty payments to Tanox.
Genentech will also acquire Tanox's product pipeline. "IgE
inhibition is an important way to treat patients with moderate-to-
severe asthma and we look forward to growing our asthma business by
increasing the number of patients treated and by introducing new
indications, formulations, and next generation products. This
acquisition will help us improve our profitability from Xolair,"
said Arthur Levinson, Ph.D., chief executive officer of Genentech.
"We are also excited by molecules in the Tanox pipeline being
developed to potentially treat diseases including asthma, HIV, and
age-related macular degeneration," Levinson added. "Joining with
one of the world's leading biotech companies allows us to fully
realize the potential of our drug development programs and the
strong scientific platform developed by our researchers," said
Tanox Co-founder and Chairman Nancy Chang, Ph.D. "We believe
Genentech's offer reflects the value we have created and achieves a
significant return for our shareholders." Genentech and Tanox will
be reviewing current operations and possible opportunities at
Genentech for Tanox's employees in the coming months. Transaction
Terms The terms of the agreement have been unanimously approved by
the Boards of Directors of both companies. The acquisition is
subject to approval of Tanox's shareholders and customary closing
conditions, including clearance under the Hart-Scott-Rodino Act.
The transaction is expected to be completed by the end of the first
quarter of 2007. Funds will be provided from Genentech's cash on
hand at the time of closing. Conference Call and Webcast
Information Genentech will host a live webcast on Friday, November
10, 2006 at 5:30 a.m. Pacific Time (PT) to discuss the transaction.
The webcast may be accessed on Genentech's website at
http://www.gene.com/ . This webcast will be available via the
website until 5:00 p.m. PT on November 17, 2006. A telephonic audio
replay of the webcast will be available beginning at 8:00 a.m. PT
on November 10, 2006 through 5:00 p.m. PT on November 17, 2006.
Access numbers for this replay are: 1-800-642-1687 (U.S./Canada)
and 1-708-645-9291 (International); conference ID number is
1401206. About Genentech Founded 30 years ago, Genentech is a
leading biotechnology company that discovers, develops,
manufactures and commercializes biotherapeutics for significant
unmet medical needs. A considerable number of the currently
approved biotechnology products originated from or are based on
Genentech's science. Genentech manufactures and commercializes
multiple biotechnology products and licenses several additional
products to other companies. The company has headquarters in South
San Francisco, California and is listed on the New York Stock
Exchange under the symbol DNA. For additional information about the
company, please visit http://www.gene.com/ . About Tanox Tanox is a
biotechnology company specializing in the development of monoclonal
antibodies. The company develops innovative biotherapeutics for the
treatment of immune-mediated diseases, inflammation, infectious
disease and cancer. Tanox's lead investigational therapy, TNX-355,
is a viral-entry inhibitor antibody to treat HIV/AIDS. TNX-355 has
shown significant antiviral activity in Phase 2 clinical testing.
Tanox's first-approved drug, Xolair(R) (omalizumab), is the first
antibody approved to treat moderate-to-severe confirmed, allergic
asthma. Xolair was developed in collaboration with Genentech, Inc.
and Novartis Pharma AG and is approved for marketing in the United
States, Canada and major European countries. Tanox is based in
Houston and has a manufacturing facility in San Diego. Additional
corporate information is available at http://www.tanox.com/ .
Genentech Safe Harbor This press release contains forward-looking
statements regarding the future growth and profitability of our
asthma and anti-IgE programs, the intent to acquire and the timing
of the acquisition of Tanox and future product development plans.
Actual results could differ materially. Among other things, the
transaction and its timing could be affected or prevented by
failure of certain closing conditions to occur, including FTC or
other regulatory actions or delays; growth and profitability of our
anti-IgE and asthma business could be affected by adverse market
conditions, increased competition, delay or failure of clinical
programs, and safety or manufacturing issues; future development
plans may be affected by changes in our corporate strategy,
increased competition, regulatory actions or delays, unsuccessful
clinical trials or third party intellectual property rights. Please
also refer to Genentech's periodic reports filed with the
Securities and Exchange Commission. Genentech disclaims, and does
not undertake, any obligation to update or revise any
forward-looking statements in this press release. Tanox Safe Harbor
This press release contains forward-looking statements, including,
in particular, statements about Tanox's plans and intentions. These
are based on the Tanox's current assumptions, expectations and
projections about future events. Although Tanox's believes that the
expectations reflected in these forward-looking statements are
reasonable, Tanox can give no assurance that the expectations will
prove to be correct. Additional Information and Where to Find It In
connection with the proposed acquisition of Tanox by Genentech and
the required approval of the transaction by Tanox's stockholders,
Tanox will file a proxy statement and other relevant documents
concerning the transaction with the Securities and Exchange
Commission ("SEC"). Stockholders of Tanox are urged to read the
proxy statement and any other relevant documents when they become
available because they contain important information. Investors and
security holders can obtain free copies of the definitive proxy
statement and other relevant documents when they become available
by contacting Tanox Investor Relations at 713-578-4211. In
addition, documents filed with the SEC by both Genentech and Tanox
are available free of charge at the SEC's web site at
http://www.sec.gov/ . Information regarding the identity of the
persons who may, under SEC rules, be deemed to be participants in
the solicitation of stockholders of Tanox in connection with the
transaction, and their interests in the solicitation, will be set
forth in the proxy materials to be filed by Tanox with the SEC.
Genentech Media Contact: Mary Stutts 650-225-5759 Genentech
Investor Contact: Kathee Littrell 650-225-1034 Susan Morris
650-225-6523 Tanox Media & Steve Sievert 713-578-4211 Investor
Contact DATASOURCE: Genentech, Inc. CONTACT: media, Mary Stutts,
+1-650-225-5759, or investors, Kathee Littrell, +1-650-225-1034, or
Susan Morris, +1-650-225-6523, all of Genentech, or Steve Sievert
of Tanox, +1-713-578-4211 Web site: http://www.gene.com/
http://www.tanox.com/
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