Transgene Supports Proposed Acquisition
of Jennerex by SillaJen
Strasbourg, France, November 26, 2013 - Transgene SA (NYSE-Euronext: TNG) said today that it welcomed the announcement by SillaJen, Inc. of its intention to acquire Jennerex, Inc. and has consequently given its consent to the definitive merger agreement. The agreement is subject to normal closing conditions and completion of financing by SillaJen. Including potential future milestone payments, total consideration for the all-cash transaction could reach approximately $150 million. Transgene owns approximately 8.5% of Jennerex on a fully diluted basis and would thus be entitled to receive approximately 8.5% of these monies. The development and commercialization agreement for Pexa-Vec oncolytic virotherapy between Transgene and Jennerex will remain intact, with SillaJen taking over Jennerex's responsibilities.
"We are very pleased about the planned acquisition of Jennerex by SillaJen, a long-time shareholder of Jennerex" said Philippe Archinard, Chairman and Chief Executive Officer of Transgene. "SillaJen has been very supportive of the Pexa-Vec program and Transgene's critical role as a development and commercialization partner and has expressed a strong commitment to funding Pexa-Vec's continued development. We look forward to working with the SillaJen team to advance the development of this important immunotherapy candidate in liver cancer and other cancers types".
Transgene is actively collaborating with SillaJen and the other development and commercialization partners for Pexa-Vec to finalize a clinical development plan for this program.
Pexa-Vec (JX594/TG6006 pexastimogene devacirepvec) is an engineered oncolytic vaccinia virus armed with a GM-CSF gene that promotes an immune response. Pexa-Vec is designed to selectively target and destroy cancer cells through three different mechanisms of action: the lysis (breakdown) of cancer cells through viral replication, the reduction of the blood supply to tumors through vascular targeting and disruption, and the stimulation of the body's immune response against cancer cells. Clinical trials are ongoing or planned in HCC, renal cell carcinoma (kidney cancer) and colorectal cancer.
HCC, the lead indication for Pexa-Vec, is the fifth most common cancer worldwide and the third leading cause of cancer death, with over 600,000 new cases diagnosed annually resulting in more than 90 percent mortality.[i] The annual incidence rate in the U.S., Europe, Japan and China are estimated to be 20,000, 55,000, 40,000 and 350,000 patients, respectively.[ii] Currently, there are few approved treatment options for advanced HCC patients.
Transgene has exclusive rights to develop and commercialize Pexa-Vec for the treatment of solid tumors in Europe, the Commonwealth of Independent States and the Middle East.
Transgene, a member of the Institut Mérieux Group, is a publicly traded French biopharmaceutical company focused on discovering, developing and manufacturing targeted immunotherapies for the treatment of oncology and infectious diseases. Transgene's programs utilize well-tolerated viruses with the goal of indirectly or directly killing infected or cancerous cells. The Company's four clinical-stage programs are: TG4010 for non-small cell lung cancer; Pexa-Vec for liver cancer; TG4001 for oropharyngeal cancer (under a collaboration agreement with the EORTC) and TG4040 for chronic Hepatitis C. Transgene has concluded corporate strategic agreements for the development of two of its immunotherapy products: an exclusive option agreement with Novartis for the development and commercialization of TG4010 and an in-licensing agreement with U.S.-based Jennerex, Inc. for the development and commercialization of Pexa-Vec in certain territories. The Company also has several programs in research and pre-clinical development that are based on its core viral vector technology. Transgene is based in Strasbourg, France, and has additional operations in Lyon, as well as satellite offices in China and the U.S. Additional information about Transgene is available at www.transgene.fr.
This press release contains forward-looking statements about Transgene's expectations of payments from the acquisition of Jennerex by SillaJen as well as the future development of the Pexa-Vec program. Although the Company believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those anticipated. In particular, SillaJen may not be able to close the acquisition of Jennerex and Transgene may not receive any return on its investment in Jennerex, or the Pexa-Vec program may be delayed or discontinued. The Company's ability to commercialize its products depends on but is not limited to the following factors: positive pre-clinical data may not be predictive of human clinical results, the success of clinical studies, the ability to obtain financing and/or partnerships for product development and commercialization, and marketing approval by government regulatory authorities. For a discussion of risks and uncertainties which could cause the Company's actual results, financial condition, performance or achievements to differ from those contained in the forward-looking statements, please refer to the Risk Factors ("Facteurs de Risque") section of the Document de Référence, which is available on the AMF website (http://www.amf-france.org) or on Transgene's website (www.transgene.fr).
Philippe Archinard, Chairman & CEO, +33 (0)3 88 27 91 22
Stéphane Boissel, Executive Vice President & CFO, +33 (0)3 88 27 91 02
Elisabetta Castelli, Director IR, +33 (0)3 88 27 91 21
Raimund Gabriel, +49 89 210 228 30
Shaun Brown, +44 207 148 5998
[ii] Ferlay J, Shin HR, Bray F, Forman D, Mathers C and Parkin DM.GLOBOCAN 2008 v2.0, Cancer Incidence and Mortality Worldwide: IARC CancerBase No. 10 [Internet]. Lyon, France: International Agency for Research on Cancer; 2010. Available from: http://globocan.iarc.fr
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