ANNAPOLIS, Md. and GAITHERSBURG, Md., Jan.
19, 2017 /PRNewswire/ -- PharmAthene, Inc. (NYSE MKT:
PIP) and Altimmune, Inc., a privately-held immunotherapeutics
company targeting infectious diseases, announced today the signing
of a definitive agreement for the merger of PharmAthene and
Altimmune in an all-stock transaction. Altimmune's current
investors include Novartis Venture Fund, HealthCap, Truffle Capital
and Redmont Capital. The combined company will be a
fully-integrated and diversified immunotherapeutics company with
four clinical stage and one preclinical stage programs. The
proposed transaction does not affect PharmAthene's previously
announced special one-time cash dividend of $2.91 per share of common stock.
"A merger with Altimmune is an ideal strategic match. It
fulfills our stated goal of continuing to build value for
PharmAthene shareholders after we distribute the SIGA litigation
proceeds on February 3," commented
John M. Gill, President and Chief
Executive Officer of PharmAthene. "By combining forces, we will
diversify our portfolio into attractive commercial product
opportunities and leverage our capabilities for developing next
generation anthrax vaccines."
Bill Enright, President and Chief
Executive Officer of Altimmune, added, "The merger allows Altimmune
to leverage PharmAthene's existing U.S. public company
infrastructure, providing access to the capital markets, which is
essential to the continued development of immunotherapeutics
clinical programs including NasoVAX, NasoShield and HepTCell that
leverage Altimmune's proprietary platform technologies."
Details of Proposed Merger
The merger has been
unanimously approved by both Boards of Directors and is subject to
the approval of PharmAthene and Altimmune shareholders, and other
customary closing conditions. Under the terms of the merger,
Altimmune will become a wholly-owned subsidiary of PharmAthene in
an all-stock transaction. PharmAthene will issue shares of common
stock to Altimmune shareholders such that Altimmune equity holders
will own 58.2% of the fully-diluted equity of the combined company.
The combined company, which will operate as a public company under
the name Altimmune, is expected to trade on the NYSE MKT under the
ticker symbol ALT.
Bill Enright, Chief Executive
Officer of Altimmune, and Elizabeth
Czerepak, Chief Financial Officer and Executive Vice
President of Corporate Development of Altimmune, will serve in
their respective positions for the combined company. The new Board
of Directors will be initially comprised of three PharmAthene
directors and four Altimmune directors. The combined company's
headquarters will be located in Gaithersburg, MD. At closing the combined
company is expected to have approximately $20 million in cash and cash commitments.
Clinical Stage Product Pipeline
The combined company's
clinical stage product candidates following the merger will
include:
- NasoVAX: an intranasal, single dose, state-of-the-art
recombinant influenza vaccine that in preclinical studies
demonstrated early universal activity. Phase 2 is expected to
commence during mid-2017 with initial data expected in 4Q17.
- HepTcell: a first-in-class immunotherapeutics for
chronic hepatitis B with the potential to offer a functional cure.
Phase 1 is ongoing with data expected 4Q17.
- SparVax-L: a next generation lyophilized anthrax vaccine
(NIAID funded) that may be stored at room temperature and provides
extended shelf life. A Phase 2 bridging study is anticipated
to begin during the second half of 2017 with data anticipated
during 2018.
- NasoShield: an intranasal, single dose, first-in-class
anthrax vaccine (BARDA funded) that based on preclinical studies
may offer protection within a few weeks of administration. A
Phase 1 trial is expected to begin during the second half of 2017
with data anticipated during the first half of 2018.
Preclinical Product Pipeline
- In addition to the clinical stage product candidates, the
combined company has one preclinical program, Oncosyn, driven by
Altimmune's proprietary Densigen synthetic peptide technology
investigating the utility of this platform in immuno-oncology
indications.
Piper Jaffray & Co. has acted
as an advisor on the transaction to Altimmune.
Important Additional Information about Proposed
Merger
This communication is being made in respect of the proposed
merger involving PharmAthene, Inc. and Altimmune, Inc. PharmAthene
will file with the Securities and Exchange Commission, or SEC, a
current report on Form 8-K, which will include the merger agreement
and related documents. In addition, PharmAthene intends to file a
registration statement on Form S-4 with the SEC, which will contain
a joint proxy statement/prospectus and other relevant materials,
and plans to file with the SEC other documents regarding the
proposed transaction. The final joint proxy statement/prospectus
will be sent to the stockholders of PharmAthene and Altimmune. The
joint proxy statement/prospectus will contain information about
PharmAthene, Altimmune, the proposed merger and related matters.
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE
MERGER AND RELATED MATTERS. In addition to receiving the joint
proxy statement/prospectus and proxy card by mail, stockholders
will also be able to obtain the joint proxy statement/prospectus,
as well as other filings containing information about PharmAthene,
without charge, from the SEC's website (http://www.sec.gov) or,
without charge, by directing a written request to: PharmAthene,
Inc., One Park Place, Suite 450,
Annapolis, Maryland 21401,
Attention: Investor Relations.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in connection with the proposed merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in Solicitation
PharmAthene and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from
PharmAthene's stockholders with respect to the matters relating to
the proposed merger. Altimmune and its officers and directors may
also be deemed a participant in such solicitation. Information
regarding PharmAthene's executive officers and directors is
available in PharmAthene's proxy statement on Schedule 14A, filed
with the SEC on April 29, 2016.
Information regarding any interest that PharmAthene, Altimmune or
any of the executive officers or directors of PharmAthene or
Altimmune may have in the transaction with Altimmune will be set
forth in the joint proxy statement/prospectus that PharmAthene
intends to file with the SEC in connection with its stockholder
vote on matters relating to the proposed merger. Stockholders will
be able to obtain this information by reading the joint proxy
statement/prospectus when it becomes available.
About PharmAthene, Inc.
PharmAthene is engaged in the development of a next generation
anthrax vaccine that is intended to improve protection and safety
while having favorable dosage and storage requirements compared to
other anthrax vaccines.
About Altimmune, Inc.
Altimmune is a clinical stage immunotherapeutics company focused
on the development of products to stimulate robust and durable
immune responses for the prevention and treatment of disease. The
company has two proprietary platform technologies, RespirVec and
Densigen, each of which has been shown to activate the immune
system in distinctly different ways than traditional vaccines.
PharmAthene Forward-Looking Statement Disclosure
Any statements made in this press release relating to future
financial or business performance, conditions, plans, prospects,
trends, or strategies and other financial and business matters,
including without limitation, the potential closing date of the
transaction, the amount of PharmAthene's net cash at closing, the
prospects for commercializing or selling any products or drug
candidates, are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. In addition,
when or if used in this press release, the words "may," "could,"
"should," "anticipate," "believe," "estimate," "expect," "intend,"
"plan," "predict" and similar expressions and their variants, as
they relate to PharmAthene, Altimmune or the management of either
company, before or after the aforementioned merger, may identify
forward-looking statements. PharmAthene and Altimmune caution that
these forward-looking statements are subject to numerous
assumptions, risks, and uncertainties, which change over time.
Important factors that may cause actual results to differ
materially from the results discussed in the forward-looking
statements or historical experience include risks and
uncertainties, including the failure by PharmAthene or Altimmune to
secure and maintain relationships with collaborators; risks
relating to clinical trials; risks relating to the
commercialization, if any, of PharmAthene's or Altimmune's proposed
product candidates (such as marketing, regulatory, product
liability, supply, competition, and other risks); dependence on the
efforts of third parties; dependence on intellectual property; and
risks that PharmAthene or Altimmune may lack the financial
resources and access to capital to fund proposed operations.
Further information on the factors and risks that could affect
PharmAthene's business, financial conditions and results of
operations are contained in PharmAthene's filings with the U.S.
Securities and Exchange Commission, which are available at
www.sec.gov.
Other risks and uncertainties are more fully described in
PharmAthene's Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the SEC,
and in other filings that PharmAthene makes and will make with the
SEC in connection with the proposed transactions, including the
Joint Proxy Statement/Prospectus described above under "Important
Additional Information about Proposed Merger." Existing and
prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. The statements made herein speak only as of the date stated
herein, and subsequent events and developments may cause our
expectations and beliefs to change. 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, except
as required by law. These forward-looking statements should not be
relied upon as representing our views as of any date after the date
stated herein.
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SOURCE PharmAthene, Inc.