Bristol-Myers Squibb to Acquire Adnexus Th...( Bristol-Myers Squibb to Advance B...)

Bristol-Myers Squibb to Advance Biologics Strategy Through Targeted

Biologics Acquisition

PRINCETON, N.J. and WALTHAM, Mass., Sept. 24 /PRNewswire-FirstCall/ -- Bristol-Myers Squibb Company (NYSE: BMY) and Adnexus(TM) Therapeutics announced today the companies have signed a definitive agreement under which Bristol-Myers Squibb will acquire privately held Adnexus Therapeutics, developer of a new therapeutic class of biologics called Adnectins(TM). The acquisition of Adnexus will help advance Bristol-Myers Squibb's biologics strategy across multiple therapeutic areas and includes a Phase I oncology biologic, Angiocept(TM). Adnexus Therapeutics will become a subsidiary of Bristol-Myers Squibb and remain based in Waltham, Massachusetts.

Under the terms of the agreement Bristol-Myers Squibb will acquire all of Adnexus' issued and outstanding shares of capital stock and stock equivalents in an all-cash transaction for a gross purchase price of $430 million, with the net purchase price being $415 million after deducting Adnexus' net cash balance at closing. In addition, there is an earn-out structure which could result in Bristol-Myers Squibb paying an additional amount of approximately $75 million, in three increments of approximately $25 million each, in the event certain development and regulatory milestones are achieved. The closing of the transaction is subject to customary regulatory approvals.

Adnectins are a proprietary class of targeted biologics developed by Adnexus. PROfusion(TM) is Adnexus' proprietary protein design engine, with which trillions of protein variations can be engineered at one time. Angiocept is an Adnectin designed to be an anti-angiogenic drug and is
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