Prospectus posted and EGM date announced for Antisoma's acquisition
of Xanthus Pharmaceuticals and related fundraising
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE IN OR INTO THE UNITED
STATES OR CANADA
London, UK: 19 May 2008: Cancer-focused biotechnology company
Antisoma plc (LSE: ASM; US OTC: ATSMY) announced on 16 May 2008 that
it has entered into an agreement to acquire private US oncology
company Xanthus Pharmaceuticals, Inc. in an all-share deal valued at
GBP 26.8 million (USD 52.2 million). Simultaneously, Antisoma has
executed a fundraising that will provide an additional GBP 20.9
million before expenses to the Enlarged Group.
The acquisition of Xanthus and, as a consequence, the associated
fundraising are conditional on approval of the acquisition by
Antisoma's shareholders at an EGM to be held on 9 June 2008. The
Antisoma Board recommends that shareholders support the acquisition
and fundraising. A prospectus relating to the acquisition and
fundraising and containing a Notice of EGM was sent to shareholders
on 16 May 2008. Copies are also available for viewing at Antisoma's
offices, situated at Chiswick Park Building 5, 566 Chiswick High
Road, London W4 5YF and at the offices of Piper Jaffray situated at
One South Place, London EC2M 2RB.
Note regarding release on Friday 16 May: An error in the transmission
of the release on 16 May 2008 entitled "Antisoma to acquire
Boston-based Xanthus Pharmaceuticals" resulted in the inadvertent
deletion of the following paragraph:
The fundraising element of the transaction comprises a placing of
51.9 million new ordinary shares in the Company to new and existing
investors in Antisoma (the "Placing") and a subscription of 28.5
million new ordinary shares in Antisoma by existing investors in
Xanthus at a price of 26.0p, representing a discount of 5.5% to the
closing middle-market price of an Antisoma ordinary share on the day
before this announcement. The new shares to be issued in the
fundraising represent 18.0% of the number of issued Antisoma ordinary
shares before this announcement. The Placing is fully underwritten by
Piper Jaffray, which also advised Antisoma on the transaction. It is
anticipated that these new ordinary shares, which will rank
pari-passu with existing ordinary shares, will commence dealing on or
around 10th June 2008.
Enquiries:
Daniel Elger, Director of Communications +44 7909 915068
Antisoma plc
Lisa Baderoon, Mark Court, Rebecca Skye Dietrich +44 (0)20 7466 5000
Buchanan Communications
Neil Mackison +44 (0)20 3142 8700
Rupert Winckler
Piper Jaffray
This document does not constitute an offer or invitation to purchase
or subscribe for any securities of Antisoma and no part of it shall
form the basis of or be relied upon in connection with any contract
or commitment whatsoever.
The information contained herein is not for publication, distribution
or release in or into the United States. The material set forth
herein is for informational purposes only and is not intended, and
should not be construed, as an offer of securities for sale in the
United States. The securities described herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or the laws of any state or other
jurisdiction, and may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable laws of any state or other jurisdiction. There is no
intention to register any portion of the securities described herein
in the United States.
This document is not an offer to sell or the solicitation of an offer
to buy any securities in any jurisdiction where such offer or sale is
not permitted.
Certain matters discussed in this statement are forward looking
statements that are subject to a number of risks and uncertainties
that could cause actual results to differ materially from results,
performance or achievements expressed or implied by such statements.
These risks and uncertainties may be associated with product
discovery and development or licensing activities, including
statements regarding the clinical development programmes, the
expected timing of clinical trials and regulatory filings,
out-licensing opportunities, and funding requirements. Such
statements are based on management's current expectations, but actual
results may differ materially.
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