Progenics Announces Offer to Acquire EXINI
Progenics Pharmaceuticals, Inc. (PGNX) announced today its offer to acquire EXINI Diagnostics AB (publ), a leader in the development software solutions for medical decision support based on advanced image analysis, through a public offer to the shareholders of EXINI (the “Offer”).
EXINI is headquartered in Lund, Sweden, and is listed on Nasdaq First North, Stockholm. The acquisition of EXINI complements Progenics’s strategy to support its imaging and therapeutic agents with sophisticated software and other technologies that help physicians and patients visualize, understand, target and treat cancer.
EXINI has demonstrated experience in the successful development and commercialization of software products based on medical image analysis and machine learning, which will provide Progenics with in-house development capabilities in these areas that it can apply to its own pipeline, including its prostate cancer imaging agents 1404 and PyL. The acquisition will bring new personnel with key medical and scientific expertise in the area of medical imaging to Progenics. Additionally, EXINI’s expertise in working with European partners, clinicians, and researchers will support the expansion of Progenics’s international commercial activities as its late-stage programs advance toward the market.
“This transaction significantly advances our efforts to develop products which transform the way we diagnose, monitor and treat cancer,” stated Mark Baker, CEO of Progenics. “EXINI’s expertise in software design for imaging products will be invaluable as we develop our imaging toolkit for prostate cancer centered on our 1404 and PyL programs, and then more broadly as we seek to empower patients and the physicians with a suite of products designed to help guide treatment decisions.”
Under the terms of the Offer, Progenics is offering to pay a total aggregate purchase price for all of the equity of EXINI of approximately $7 million funded from cash on hand. The purchase price implies a price per share of approximately SEK 3.15. The acquisition has been approved by the board of directors of Progenics, and unanimously recommended by the board of directors of EXINI. The estate of Bo Håkansson, the largest shareholder, which holds approximately 30.74 percent of the total shares and voting rights in EXINI, has undertaken to accept the Offer, subject to certain conditions.
“The combination of Progenics’s imaging agents and EXINI’s analysis software has the potential to create a portfolio of innovative products which can provide both a more accurate picture of a patient’s cancer and a standardized analysis of the extent and severity of disease. We look forward to working with the team at Progenics to further expand the applications of our technology in prostate cancer and other indications,” said EXINI’s managing director Magnus Aurell.
The settlement of the Offer is expected to occur in mid-November, subject to certain closing conditions, including acceptance by more than 90 percent of the total number of shares of EXINI and other customary conditions.
Advokatfirman Cederquist is serving as legal advisor to Progenics. Redeye is acting as financial advisor to EXINI. This is not the formal announcement of the Offer for EXINI. The formal announcement of the Offer has been drawn up and made public in the Swedish language and in accordance with Swedish laws and regulations.
Progenics Pharmaceuticals, Inc. is developing innovative medicines for oncology, with a pipeline that includes several product candidates in later-stage clinical development. Progenics’s first-in-class PSMA-targeted technology platform for prostate cancer includes a small molecule imaging agent that has completed a phase 2 trial and an antibody drug conjugate therapeutic which has also completed a two-cohort phase 2 clinical trial. Among other assets in its pipeline of targeted radiotherapy and molecular imaging compounds is AZEDRA™, an ultra-orphan radiotherapy candidate currently in a phase 2 study under an SPA. Progenics’s first commercial product, RELISTOR® (methylnaltrexone bromide) for opioid-induced constipation, is partnered with and marketed by Valeant Pharmaceuticals International, Inc.
EXINI’s image analysis technology combines the power of artificial neural networks, expert medical knowledge and large databases. The company’s products are designed to support the visualization and quantification of disease states in automated reports. EXINI’s principal product is a bone scan index product, EXINI boneBSI.
Forward Looking Statements
This press release may contain projections and other “forward-looking statements” regarding future events. Statements contained in this communication that refer to Progenics’ estimated or anticipated future results or other non-historical facts are forward-looking statements that reflect Progenics’ current perspective of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “should,” “estimate,” “expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Such statements are predictions only, and are subject to risks and uncertainties that could cause actual events or results to differ materially. These risks and uncertainties include, among others, the cost, timing and unpredictability of results of clinical trials and other development activities and collaborations, such as the Phase 3 clinical program for 1404; the acquisition and integration of EXINI and the development and commercialization of its products; the unpredictability of the duration and results of regulatory review of New Drug Applications and Investigational NDAs; market acceptance for approved products; the sales of products by our partners and the royalty revenue generated thereby; generic and other competition; the possible impairment of, inability to obtain and costs of obtaining intellectual property rights; possible product safety or efficacy concerns, general business, financial and accounting matters, litigation and other risks. More information concerning Progenics and such risks and uncertainties is available on its website, and in its press releases and reports it files with the U.S. Securities and Exchange Commission. Progenics is providing the information in this press release as of its date and, except as expressly required by law, Progenics disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or circumstances or otherwise.
Additional information concerning Progenics and its business may be available in press releases or other public announcements and public filings made after this release. For more information, please visit www.progenics.com. Please follow us on LinkedIn®. Information on or accessed through our website or social media sites is not included in the company’s SEC filings.
Contact: Melissa Downs
Important Additional Information
This communication is neither an offe
r to purchase nor a solicitation of an offer to sell any shares. This communication is for informational purpose only. The Offer will not be made to, nor will exchanges be accepted from, or on behalf of, holders of shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not comply with the laws of that jurisdiction. The acceptance period for the Offer for shares of EXINI described in this communication has not commenced.
In connection with the proposed combination of Progenics and EXINI, Progenics will file an offer document with the Swedish Financial Supervisory Authority.
More information about Progenics and the Offer, including the formal announcement of the Offer and related documents to be filed with and approved by the Swedish Financial Supervisory Authority, can be found on www.Progenics.com/investors/.