SuperGen Inc. and Astex Therapeutics Limited merge their businesses

U.S. based pharmaceutical developer of novel cancer therapies, SuperGen Inc. and Astex Therapeutics Limited, a privately held; U.K. based Biotechnology Company developing targeted therapies for oncology and virology, entered into a definitive agreement to merge the two companies.

However, the merger is still subject to customary closing conditions, including regulatory and shareholder approvals. The combined entity, to be named Astex Pharmaceuticals, Inc., is expected to create a global leader in innovative oncology drug discovery, development and commercialization with $120 million in cash and cash equivalents forecasted post deal closure.

The company plans to leverage a revenue stream from its product Dacogen(R), marketed in North America by Eisai and in the rest of the world by Johnson & Johnson.

Harren Jhoti, chief executive officer of Astex Therapeutics Limited, said Astex believes this merger creates a world class oncology company with a rare profile. Astex Pharmaceuticals, Inc. will merge with an industry leading drug discovery platform that it believes will continue to generate a vibrant and growing R&D pipeline, backed by an established revenue stream and a strong capital foundation, said Jhoti.

The combined company, which is expected to be listed on NASDAQ under the symbol ASTX, expects to have top-tier partnerships including current partnerships with GlaxoSmithKline, Eisai, Johnson & Johnson, Novartis and AstraZeneca. It will also have nearly $2 billion in potential future milestone revenues, plus royalties and an industry leading drug discovery platform to sustain future value creation.

James S.J. Manuso, chairman, president and chief executive officer of SuperGen Inc, noted that Supergen believes the combination of SuperGen and Astex accelerates SuperGen's business model and brings together the people, partnerships, clinical assets, discovery platforms, infrastructures and capital resources to generate significant shareholder value in the years ahead.

Manuso said the outstanding pipeline and highly regarded drug discovery platform of Astex, coupled with the product candidates, development expertise and capital resources of SuperGen, are expected to give rise to a powerful new entity capable of delivering valuable cancer therapies targeting critical medical needs.

Under the terms of the agreements, SuperGen will pay Astex shareholders $25 million in cash, plus shares in SuperGen common stock representing 35 per cent of the total post closing shares outstanding.

Subsequently, SuperGen plans to pay deferred consideration in the amount of $30 million, to be paid in stock or cash at the discretion of the combined entity, over a period of 30 months. The combined entity will assume all outstanding incentive stock options of Astex Therapeutics Limited.

11th April 2011