Synageva BioPharma Corp., a privately held biopharmaceutical
company developing therapeutic products for rare disorders
(“Synageva”), and Trimeris, Inc. (NASDAQ: TRMS) (“Trimeris”),
announced today that they have entered into a definitive agreement
under which Synageva will merge with Trimeris in an all-stock
transaction. Upon closing, the combined company will be named
Synageva BioPharma Corp., and will operate under the leadership of
the Synageva management team with Sanj K. Patel serving as the
President and Chief Executive Officer. In addition, the company’s
board of directors will have representatives from both the existing
Synageva and Trimeris boards.
The merger will create a publicly-traded company focused on the
development of novel therapeutics for patients with rare diseases
and unmet medical need.
“The strategic combination of our two companies will allow
Synageva to continue to aggressively advance our lead clinical
program, SBC-102, an enzyme replacement therapy for LAL
Deficiency,” said Sanj K. Patel, President and Chief Executive
Officer of Synageva BioPharma. “Since launching Synageva in 2008,
we have made tremendous progress in building a promising pipeline
of product candidates targeted at rare and devastating diseases.
This transaction gives us access to significant financial resources
while maintaining our focus on the goal of bringing our clinical
development programs to commercialization as soon as possible.”
Martin Mattingly, Chief Executive Officer of Trimeris, Inc.
added, “We believe this newly combined company will have dramatic
upside. The rare disease space offers very attractive opportunities
for success due to the absence of effective therapies, the
relatively small clinical trials, and the faster path to
commercialization. We found the Synageva opportunity to be
particularly compelling. The combined company will have a clinical
stage asset with ownership of worldwide commercial rights, a
portfolio of additional rare disease programs, substantial
financial resources and a strong management team with prior
experience in successfully bringing rare disease products to
market.”
SBC-102 is a recombinant human lysosomal acid lipase with the
same amino acid sequence as the human lysosomal acid lipase enzyme.
This enzyme is responsible for the breakdown of cholesteryl esters
and triglycerides. Late onset LAL Deficiency, sometimes called
Cholesteryl Ester Storage Disease (CESD), affects both children and
adults. In these patients, the buildup of fatty material in the
liver, spleen and blood vessel walls leads to complications
resulting in significant morbidity and mortality. Early onset LAL
Deficiency, sometimes called Wolman Disease, affects infants in the
first year of life and is rapidly fatal. Synageva has received
orphan drug designations for SBC-102 in both the US and EU.
The merger will take the form of a stock-for-stock merger
intended to qualify as a tax-free reorganization. Under the terms
of the agreement, which has been approved by the Boards of
Directors of both Synageva and Trimeris, upon completion of the
merger, Trimeris will issue to Synageva stockholders shares of
Trimeris common stock such that Synageva stockholders will own
approximately 75% of the combined company's shares outstanding, and
Trimeris stockholders will own approximately 25%. Options and
warrants of both Synageva and Trimeris will be assumed by the
combined company and become options and warrants to acquire stock
of the combined company.
The closing is subject to the satisfaction of certain
conditions, including Trimeris stockholder approval and receipt of
all necessary regulatory approvals.
MTS Securities, LLC, an affiliate of MTS Health Partners, L.P.,
is acting as exclusive financial advisor and Paul, Hastings,
Janofsky & Walker LLP is acting as legal counsel for the
Special Committee of the Board of Directors of Trimeris. Ropes
& Gray, LLP is acting as legal counsel for Synageva.
About Synageva BioPharma Corp.
Synageva BioPharma Corp. is dedicated to discovering, developing
and delivering medicines for patients with rare diseases and unmet
medical need. The Company has developed a pipeline of novel
therapeutic products for under-served populations and has assembled
a team with a proven record of bringing orphan therapies to
patients. Further information regarding Synageva BioPharma Corp. is
available at http://www.synageva.com.
About Trimeris, Inc.
Trimeris, Inc. (NASDAQ: TRMS) pioneered the development of a
class of antiviral drug treatments called fusion inhibitors. The
Company's currently marketed product is FUZEON, an anti-HIV fusion
inhibitor which was developed by the Company in collaboration with
Roche. Substantially all of Trimeris' revenues are derived from the
Company's collaboration with Roche relating to FUZEON. For more
information about Trimeris, please visit the Company's website at
http://www.trimeris.com.
Important Additional Information Will Be Filed with the
SEC
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Trimeris or
Synageva or the solicitation of any vote or approval. In connection
with the proposed transaction, Trimeris will file with the SEC a
Registration Statement on Form S-4 containing a joint proxy
statement/prospectus. The joint proxy statement/prospectus will
contain important information about Trimeris, Synageva, the
transaction and related matters. Trimeris and Synageva will mail or
otherwise deliver the joint proxy statement/prospectus to their
respective stockholders when it becomes available. Investors and
security holders of Trimeris and Synageva are urged to read
carefully the joint proxy statement/prospectus relating to the
merger (including any amendments or supplements thereto) in its
entirety when it is available, because it will contain important
information about the proposed transaction.
Investors and security holders of Trimeris will be able to
obtain free copies of the joint proxy statement/prospectus for the
proposed merger (when it is available) and other documents filed
with the SEC by Trimeris through the website maintained by the SEC
at www.sec.gov. In addition, investors and security holders of
Trimeris will be able to obtain free copies of the joint proxy
statement/prospectus for the proposed merger (when it is available)
by contacting Trimeris, Inc., Attn: James Thomas, Chief Financial
Officer. Investors and security holders of Synageva will be able to
obtain free copies of the joint proxy statement/prospectus for the
merger by contacting Synageva BioPharma Corp., Attn: Secretary, 128
Spring Street, Suite 520, Lexington, MA 02421.
Trimeris and Synageva, and their respective directors and
certain of their executive officers, may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by the agreement between Trimeris and
Synageva. Information regarding Trimeris’ directors and executive
officers is contained in Trimeris’ Annual Report on Form 10-K for
the fiscal year ended December 31, 2010, which was filed with the
SEC on March 14, 2011, and in its proxy statement prepared in
connection with its 2010 Annual Meeting of Stockholders, which was
filed with the SEC on March 16, 2010. Information regarding
Synageva’s directors and officers and a more complete description
of the interests of Trimeris’ directors and officers in the
proposed transaction will be available in the joint proxy
statement/prospectus that will be filed by Trimeris with the SEC in
connection with the proposed transaction.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between Trimeris and Synageva; the expected timetable
for completing the transaction; the combined company’s cash; the
potential value created by the proposed merger for Trimeris’ and
Synageva’s stockholders; the potential of the combined companies’
technology platform, pipeline products in development, business
development and commercialization opportunities and financial
foundation; the combined company’s management and board of
directors; the efficacy, safety, and intended utilization of
Synageva ’s product candidates; the conduct, size, timing and
results of discovery efforts and clinical trials; plans regarding
regulatory filings, future research and clinical trials; plans
regarding current and future collaborative activities and the
ownership of commercial rights; future FUZEON royalty streams, and
any other statements about Trimeris’ or Synageva’s management
teams’ future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements
containing the words “believes,” “plans,” “could,” “anticipates,”
“expects,” “estimates,” “plans,” “should,” “target,” “will,”
“would” and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: the
risk that Trimeris and Synageva may not be able to complete the
proposed transaction; the risk that Synageva ’s product candidates
do not demonstrate safety and/or efficacy in clinical trials; the
risks associated with reliance on collaborative partners; risks
involved with development and commercialization of product
candidates; the risk that Trimeris’ net cash at closing will be
lower than currently anticipated; risks relating to the combined
company’s ability to obtain the substantial additional funding
required to conduct its development and commercialization
activities; the potential inability of the combined company to
obtain, maintain and enforce patent and other intellectual property
protection for its products, discoveries and drug candidates; and
other risks and uncertainties more fully described in Trimeris’
Annual Report on Form 10-K for the year ended December 31, 2010 and
its Quarterly Report on Form 10-Q for the quarter ended March 31,
2011, each as filed with the SEC, as well as the other filings that
Trimeris makes with the SEC. Investors and stockholders are also
urged to read the risk factors set forth in the joint proxy
statement/prospectus carefully when they are available.
In addition, the statements in this press release reflect our
expectations and beliefs as of the date of this release. We
anticipate that subsequent events and developments will cause our
expectations and beliefs to change. However, while we may elect to
update these forward-looking statements publicly at some point in
the future, we specifically disclaim any obligation to do so,
whether as a result of new information, future events or otherwise.
These forward-looking statements should not be relied upon as
representing our views as of any date after the date of this
release.
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