TOKYO and SAN DIEGO, Oct. 14,
2014 /PRNewswire/ -- On Friday
October 10, U.S. Eastern Time, Daiichi Sankyo Company,
Limited (hereinafter, Daiichi Sankyo) (TSE: 4568), through its
wholly-owned U.S. subsidiary, Charge Acquisition Corp., launched a
tender offer to acquire the outstanding common stock of Ambit
Biosciences Corporation (hereinafter, Ambit Biosciences) (NASDAQ:
AMBI) for $15.00 per share plus one
non-transferable contingent value right per share that will entitle
the holder thereof to a maximum payment of $4.50 upon the achievement of certain
commercialization related milestones regarding quizartinib
(hereinafter, the Tender Offer). Failing any extension to the offer
period, the offer is due to expire at 5:00
P.M. U.S. Eastern Time on November
10, 2014.
The Tender Offer follows the announcement on September 28, 2014 in the U.S. of the merger
agreement between Ambit Biosciences, Daiichi Sankyo and Charge
Acquisition Corp. The board of directors of Ambit Biosciences
has approved the merger agreement and has recommended that Ambit
Biosciences stockholders tender their shares pursuant to the Tender
Offer. Completion of the Tender Offer is dependent on the
acquisition of one share more than 50 percent of Ambit Biosciences'
outstanding common stock (including shares issuable pursuant to
options and warrants for which Ambit Biosciences has received
exercise notices), the expiration of the applicable waiting period
under U.S. antitrust law, and other customary closing
conditions.
About Daiichi Sankyo
Daiichi Sankyo Group is dedicated
to the creation and supply of innovative pharmaceutical products to
address the diversified, unmet medical needs of patients in both
mature and emerging markets. While maintaining its portfolio of
marketed pharmaceuticals for hypertension, dyslipidemia and
bacterial infections used by patients around the world, the Group
has also launched treatments for thrombotic disorders and is
building new product franchises. Furthermore, Daiichi Sankyo
research and development is focused on bringing forth novel
therapies in oncology and cardiovascular-metabolic diseases,
including biologics. The Daiichi Sankyo Group has created a "Hybrid
Business Model," to respond to market and customer diversity and
optimize growth opportunities across the value chain. For more
information, please visit: www.daiichisankyo.com.
The Daiichi Sankyo oncology portfolio continues to grow and
currently includes both small molecules and monoclonal antibodies
with novel targets in both solid and hematologic cancers.
About Ambit Biosciences
Ambit Biosciences is a
biopharmaceutical company focused on the discovery, development and
commercialization of drugs to treat unmet medical needs in
oncology, autoimmune and inflammatory diseases by inhibiting
kinases that are important drivers for those diseases. Ambit's lead
drug candidate, quizartinib (AC220), is a once-daily,
orally-administered potent and selective, inhibitor of FMS-like
tyrosine kinase-3 (FLT3) and is currently in a registrational phase
3 clinical trial, referred to as QUANTUM-R, in patients with
relapsed/refractory FLT3-ITD positive, acute myeloid leukemia
(AML). Quizartinib is also being studied in newly diagnosed
patients in combination with chemotherapy as well as maintenance
following a hematopoietic stem cell transplantation (HSCT). In
addition to quizartinib, Ambit's clinical pipeline includes AC410,
an oral JAK2 inhibitor, and CEP-32496, a BRAF inhibitor licensed to
Teva Pharmaceutical Industries Ltd. Ambit's preclinical portfolio
includes a proprietary CSF1R inhibitor program.
Forward Looking Statements
This press release
contains forward-looking statements. Any statements contained
herein which do not describe historical facts, including but not
limited to, statements regarding: the proposed transaction between
Daiichi Sankyo and Ambit Biosciences; the expected timetable for
completing the transaction; Ambit Biosciences' product candidates,
including regarding the therapeutic and commercial potential of
quizartinib; and any other statements about Daiichi Sankyo or
Ambit Biosciences managements' future expectations, beliefs, goals,
plans, or prospects, are forward-looking statements which involve
risks and uncertainties that could cause actual results to differ
materially from those discussed in such forward-looking statements.
Such risks and uncertainties include: the possibility that certain
closing conditions to the transaction will not be satisfied; that
required regulatory approvals for the transaction may not be
obtained in a timely manner, if at all; the ability to timely
consummate the transaction and possibility that the transaction
will not be completed; the ability of Daiichi Sankyo to
successfully integrate Ambit Biosciences operations and employees;
the anticipated benefits of the transaction may not be realized;
risks related to drug development and commercialization; and those
additional factors discussed in Ambit Biosciences' most recent
Quarterly and Annual Reports on Forms 10-Q and 10-K filed with the
U.S. Securities and Exchange Commission (hereinafter, the SEC).
Daiichi Sankyo and Ambit Biosciences caution investors not to place
considerable reliance on the forward-looking statements contained
in this press release. These forward-looking statements speak only
as of the date of this document, and Daiichi Sankyo and Ambit
Biosciences undertake no obligation to update or revise any of
these statements.
Important Additional Information
This news release is
provided for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell any shares of the
common stock of Ambit Biosciences Corporation or any other
securities. Daiichi Sankyo Company, Limited and its wholly owned
subsidiary Charge Acquisition Corp. have commenced a tender offer
for all outstanding shares of common stock of Ambit Biosciences
Corporation and have filed with the SEC a tender offer statement on
Schedule TO (including an Offer to Purchase, a Letter of
Transmittal and related documents), which will be amended as
necessary. Ambit Biosciences Corporation has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9, which will
be amended as necessary. These documents contain important
information, including the terms and conditions of the Tender
Offer, and stockholders of Ambit Biosciences Corporation are
advised to carefully read these documents before making any
decision with respect to the Tender Offer. Investors and
security holders may obtain a free copy of these statements and
other documents filed with the SEC at the website maintained by the
SEC at www.sec.gov. In addition, the Solicitation/Recommendation
Statement and related documents may be obtained for free by
contacting the investor relations department of Ambit Biosciences
Corporation at mgraham@ambitbio.com. The Offer to Purchase and
related documents may be obtained for free by contacting the
investor relations department of Daiichi Sankyo at
minobe.yasuki.eg@daiichisankyo.co.jp or by directing such requests
to the information agent for the tender offer, Mackenzie Partners,
Inc., at (800) 322-2885 (toll-free for stockholders) or (212)
929-5500 (collect for bank and brokers).
SOURCE Daiichi Sankyo Co., Ltd.
