12th Mar 2007 07:04
Oxford Biomedica PLC12 March 2007 For Immediate Release 12 MARCH 2007 Oxford BioMedica to acquire oxxon therapeutics Acquisition adds melanoma cancer vaccine and extends immunotherapy platform Oxford, UK - 12 March 2007: Oxford BioMedica (LSE: OXB, 'Oxford BioMedica'), theleading gene therapy company, announced today that it has entered into anagreement to acquire Oxxon Therapeutics Limited ('Oxxon'), a privately heldbiotechnology company, based in Oxford, UK. Oxxon is focused on the developmentof novel therapeutic vaccines for the treatment of cancer and infectiousdiseases. Key aspects of the acquisition are: • Oxxon's lead cancer vaccine has completed a Phase II trial in melanoma, the only solid tumour that cannot be treated with Oxford BioMedica's TroVax; • Oxxon's technology has broad product applications in cancer and infectious diseases and will create new licensing opportunities; • Transaction value of £16 million will be satisfied by the issue of Oxford BioMedica shares; and • Assets acquired include net cash of approximately £3 million. The acquisition of Oxxon provides Oxford BioMedica with a complementary cancerimmunotherapy product candidate. The product, Hi-8(R) MEL, has successfullycompleted a Phase II trial for the treatment of advanced melanoma. Oxxon hasother therapeutic programmes addressing infectious diseases, including hepatitisB and HIV. In addition, Oxxon has a strong intellectual property estate thatbroadens and complements Oxford BioMedica's proprietary position inimmunotherapy and gene-based medicines. Professor Alan Kingsman, Chief Executive of Oxford BioMedica, commented, "We arevery pleased to have been able to take this opportunity to acquire of OxxonTherapeutics. The acquisition expands our immunotherapy pipeline and strengthensour intellectual property position in the field of immunology. Oxxon's Hi-8(R)MEL vaccine has generated encouraging Phase II results as a treatment ofadvanced melanoma. The market opportunity for an effective melanoma vaccine issubstantial and this is a cancer type where our immunotherapy, TroVax, cannot bedeveloped because, unlike the vast majority of human tumours, melanomas do nothave 5T4 on the surface of the tumour cells. This acquisition is part of theimplementation of a plan for the development of our pipeline followingfinalisation of a licensing deal for TroVax." Iain Wilcock, Deputy Managing Director of Quester, a major investor in Oxxon,commented, "We are very pleased with this transaction, which combines the broadimmunotherapy technology of Oxxon with one of the world's leading companies incancer vaccines and gene therapy. There is clear synergy in this combinationand, given Oxford BioMedica's technical and development expertise, we believethat the enlarged company can maximise the opportunity for Oxxon's technology." Transaction details The transaction is valued at £16 million, to be satisfied by the issue27,551,628 Oxford BioMedica shares to Oxxon shareholders for the entire sharecapital of Oxxon and 4,219,618 shares for the repayment of a loan from Oxxonshareholders to Oxxon. The number of shares to be issued has been determined bya reference price of 50.36p per share, being the average closing price of OxfordBioMedica shares over the 30 days to 8 March 2007. Oxxon's key investors, who as a result of the transaction will have an interestin Oxford BioMedica shares, are the venture capital firms Quester, MVM LifeScience Partners and US-based East Hill Management. 25,814,138 of the issued shares will be subject to a lock up agreement for sixmonths followed by a period of orderly disposal through Oxford BioMedica'scorporate brokers. For the year ended 31 May 2006, Oxxon generated a loss beforetax of £3.9 million. Oxxon's gross assets at 31 May 2006 were £3.84 million. Application will be made to the United Kingdom Listing Authority ("UKLA") forthe newly issued ordinary shares in Oxford BioMedica to be admitted to theOfficial List of the UKLA and to the London Stock Exchange plc for admission totrading on its market for listed securities ("Admission"). Under the terms ofthe UKLA listing rules the acquisition is a Class 2 transaction, which does notrequire shareholder approval. The transaction is conditional upon Admission.Subject only to Admission the shares are expected to commence trading on 15March 2007 -Ends- For further information, please contact: Oxford BioMedica plc: Tel: +44(0)1865 783 000Professor Alan Kingsman, Chief Executive Rothschild Tel: +44 (0)20 7280 5000Dr Lynn Drummond City/Financial Enquiries: Tel: +44 (0)20 7466 5000Lisa Baderoon/ Mark Court/ Mary-Jane Johnson BuchananCommunications Scientific/Trade Press Enquiries: Tel: +44 (0)20 3008 7550Gemma Price/ Holly Griffiths/ Katja StoutNorthbank Communications N M Rothschild & Sons Limited, which is authorised and regulated by theFinancial Services Authority in the United Kingdom, is acting for OxfordBioMedica and no one else in relation to the transaction and will not beresponsible to anyone other than Oxford BioMedica for providing the protectionsafforded to clients of N M Rothschild & Sons Limited nor for providing advice inrelation to the proposed transaction. Notes to editors 1. Oxford BioMedica Oxford BioMedica (LSE: OXB) is a biopharmaceutical company specialising in thedevelopment of novel gene-based therapeutics with a focus on oncology andneurotherapy. The Company was established in 1995 as a spin out from OxfordUniversity, and is listed on the London Stock Exchange. Oxford BioMedica has core expertise in gene delivery, as well as in-houseclinical, regulatory and manufacturing know-how. In oncology, the pipelineincludes two clinical candidates and a preclinical targeted antibody therapy,which is being developed in collaboration with Wyeth. The Company has startedPhase III development of its lead cancer immunotherapy product, TroVax, in renalcancer and has an ongoing Phase II programme in various cancer settingsincluding renal, colorectal and prostate cancer. In neurotherapy, the Company'slead product, ProSavin, is expected to enter clinical trials in Parkinson'sdisease in 2007. The preclinical pipeline includes gene-based products forvision loss, motor neuron disease and nerve repair. The Company is underpinned by over 80 patent families, which represent one ofthe broadest patent estates in the field. The Company has a staff of 72 splitbetween its main facilities in Oxford and its wholly owned subsidiary, BioMedicaInc, in San Diego, California. Oxford BioMedica has corporate collaborationswith Wyeth, Intervet, Sigma-Aldrich, Viragen, MolMed and VIRxSYS; and haslicensed technology to a number of companies including Merck & Co, Biogen Idec,GlaxoSmithKline and Pfizer. Further information is available at www.oxfordbiomedica.co.uk 2. Oxxon Therapeutics Oxxon Therapeutics is a private UK-based company developing innovative,antigen-specific immunotherapies to treat patients with cancer and chronicinfectious diseases. The company's product pipeline is based on its proprietaryHi-8(R) PrimeBoost immunotherapy platform, which is designed to stimulate potentcellular immune responses. Oxxon has successfully completed a Phase II trial inmelanoma and has products candidates for the treatment of hepatitis B and HIV. Oxxon's Hi-8(R) PrimeBoost therapy is a two-step approach whereby a 'prime'vector encoding a disease-specific antigen(s) stimulates the immune system toproduce disease-specific T cells and is followed by a 'boost' containing thesame antigen(s) delivered in a non-replicating viral vector. The boost amplifiesthe disease-specific T cells and creates a significant population of memory Tcells to target and eliminate diseased cells. The company and its collaboratorshave demonstrated in published preclinical and human clinical studies that thisapproach yields extremely potent T cell responses against the disease antigensencoded in the Hi-8(R) PrimeBoost treatment as well as clinical benefit forpatients. In addition, Hi-8(R) PrimeBoost regimens have been safe in over 30clinical studies in more than 800 patients and healthy volunteers. Oxxon has built a strong intellectual property estate around the Hi-8(R)PrimeBoost platform, vectors, antigens and products, which includes rights to 23patent families resulting in over 100 issued patents or patent applications. TheHi-8(R) PrimeBoost platform has broad potential applications in preventativevaccines as well as therapeutic products. Oxxon was founded in 1999 by a team of experts in immunology from OxfordUniversity: Professor Adrian Hill, Wellcome Trust Principal Research Fellow andDirector, The Jenner Institute, University of Oxford; Professor AndrewMcMichael, Director of the Weatherall Institute of Molecular Medicine at theUniversity of Oxford; Professor Geoffrey Smith, Wellcome Trust PrincipalResearch Fellow, Imperial School of Medicine, and; Dr Joerg Schneider, VicePresident of Research at Oxxon Therapeutics. Investors include MVM Life SciencePartners (UK), Quester (UK), NIF Ventures (Japan) and East Hill Management(USA). Further information is available at www.oxti.com 3. Oxxon's Hi-8(R) MEL product candidate Oxxon's lead product candidate is Hi-8(R) MEL for the treatment of advanced(stage III/IV) melanoma. Hi-8(R) MEL encodes seven epitopes derived from fivemelanoma antigens delivered by a plasmid DNA prime followed by a recombinantvaccinia virus (MVA) boost. Oxxon has completed a Phase II dose-selection studyof Hi-8(R) MEL product in 41 patients with non-resectable, HLA-A2 positive,stage III/IV melanoma. Hi-8TM MEL was well tolerated at all doses. Immunologicalresponses were seen in 91% of patients receiving the highest dose. Eightpatients showed tumour responses (one patient showed a partial response andseven showed disease stabilisation) for more than 6 months. All but one of thetumour responses had associated immune responses. Median time to progression was16 weeks for immune responders and eight weeks for non responders (pRelated Shares:
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