Navigation Links
Roche Signs Definitive Agreement to Acquire Memory Pharmaceuticals

NUTLEY, N.J. and MONTVALE, N.J., Nov. 25 /PRNewswire-FirstCall/ -- Roche and Memory Pharmaceuticals (Nasdaq: MEMY) today announced that the two companies have signed a definitive merger agreement for Roche to acquire all the outstanding shares of Memory Pharmaceuticals in an all-cash transaction for an aggregate price of approximately USD 50 million.

Memory Pharmaceuticals develops innovative drug candidates for the treatment of debilitating central nervous system (CNS) disorders such as Alzheimer's disease and schizophrenia. Memory Pharmaceuticals' nicotinic alpha-7 agonist drug candidates in these disease areas are already in partnered programmes with Roche: R3487/MEM 3454 is in phase II clinical trials for Alzheimer's disease and schizophrenia; R4996/MEM 63908 is in phase I for Alzheimer's disease.

"Acquiring Memory Pharmaceuticals will enable Roche to secure the future development of its promising nicotinic alpha-7 agonists," said William Burns, CEO Division Roche Pharmaceuticals. "The innovative work carried out by the scientists at Memory Pharmaceuticals will be fully integrated into Roche's R&D portfolio with the aim of providing new hope for patients and caregivers affected by devastating diseases such as Alzheimer's."

Jonathan Fleming, Chairman of the Board of Directors of Memory Pharmaceuticals said: "Since founding Memory Pharmaceuticals in 1998, we have focused on developing medicines that could make a real difference to the lives of CNS patients. I am proud of the progress our dedicated team has made and I am confident that Roche's capabilities and experience in the CNS field will enable our research to realise its full potential."

Terms of the agreement

Under the terms of the merger agreement, Roche will commence a tender offer to acquire all of the outstanding shares of Memory common stock at a price of $0.61 per share in cash. This price represents a 319% premium to the closing price on 24 November 2008. The closing of the tender offer will be subject to the tender of a number of shares that, together with the shares owned by Roche, represent a majority of the total number of outstanding shares (assuming the exercise of all exercisable options and warrants having an exercise price per share less than or equal to the tender offer price) and other customary conditions. Following completion of the tender offer, Roche will acquire all remaining shares through a second step merger. Directors, officers and stockholders holding approximately 29.5% of the outstanding shares have agreed to tender their shares and otherwise support the transaction. Additional information regarding the transaction will be set out in the offer to purchase and other disclosure documents to be provided to stockholders in connection with the transaction.

About Memory Pharmaceuticals

Memory Pharmaceuticals Corp., a biopharmaceutical company, is focused on developing innovative drugs for the treatment of debilitating CNS disorders, many of which exhibit significant impairment of memory and other cognitive functions, including Alzheimer's disease and schizophrenia. For additional information, please visit

About Roche

Headquartered in Basel, Switzerland, Roche is one of the world's leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world's biggest biotech company and an innovator of products and services for the early detection, prevention, diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people's health and quality of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer and transplantation, and is a market leader in virology. It is also active in other major therapeutic areas such as autoimmune diseases, inflammatory and metabolic disorders and diseases of the central nervous system. In 2007 sales by the Pharmaceuticals Division totalled 36.8 billion Swiss francs, and the Diagnostics Division posted sales of 9.3 billion Swiss francs. Roche has R&D agreements and strategic alliances with numerous partners, including majority ownership interests in Genentech and Chugai, and invested over 8 billion Swiss francs in R&D in 2007. Worldwide, the Group employs about 80,000 people. Additional information is available on the Internet at

Cautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this press release are forward-looking statements, including statements regarding the expected consummation of the acquisition, which involves a number of risks and uncertainties including the satisfaction of closing conditions for the acquisition such as regulatory approval for the transaction, the tender of a majority of the outstanding shares of common stock of Memory Pharmaceuticals and the possibility that the transaction will not be completed. These statements are based on our current expectations, assumptions, estimates and projections about our business and our industry, and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's results, levels of activity, performance or achievements to be materially different from any future statements. We generally identify these statements by words or phrases such as "believe," "anticipate," "expect," "intend," "plan," "will," "may," "should," "estimate," "predict," "potential," "continue," or the negative of such terms or other similar expressions. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results discussed in the forward-looking statements, and you should not place undue reliance on these statements. The information contained in this press release is as of November 25, 2008. We disclaim any intent or obligation to update any forward-looking statements as a result of developments occurring after the period covered by this report or otherwise.

Important Additional Information

The tender offer for the outstanding common stock of Memory Pharmaceuticals has not yet commenced. The foregoing is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Roche will file a tender offer statement on Schedule TO with the SEC, and Memory Pharmaceuticals will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully by the Memory Pharmaceutical's stockholders before any decision is made with respect to the tender offer. A free copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of Memory Pharmaceuticals at or by contacting Memory at 100 Philips Parkway, Montvale, New Jersey 07645, 201-802-7100. In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC's website:

All trademarks used or mentioned are protected by law.

SOURCE Memory Pharmaceuticals Corp.
Copyright©2008 PR Newswire.
All rights reserved

Related medicine news :

1. Roche Holds Sixth Annual Childrens Walk in Nutley
2. New Jersey Jury Awards $12.9 Million to Three Patients Whose Use of Roche Acne Medication Accutane Found to Cause Severe Bowel Illness
3. Rochester Medical Reports Record Fourth Quarter Sales and Record Annual Sales
4. Primary Insomnia Tied to Brain Neurochemical Imbalance
5. Study links primary insomnia to a neurochemical abnormality in young and middle-aged adults
6. Roche Receives FDA Approval for Hepatitis C Viral Load Test on Its Fully Automated Real-Time PCR Platform
7. Rochester Medical Announces Fourth Quarter 2008 Earnings Conference Call November 6, 2008
8. Genentech/Roche/Chugais Avastin Will Garner More Than 20 Percent of the Total Breast Cancer Drug Market in 2017
9. Balloon Manor Reappears in Rochester
10. Safety Threat to Rochester Still Remains Despite Approval Of Canadian Pacifics Railroad Acquisition Of DM&E
11. Rochester Medical Implants Achieves ISO 13485:2003 Certification for Medical Device Manufacturing
Post Your Comments:
(Date:11/27/2015)... ... November 27, 2015 , ... ... Microsoft Dynamics SL User Group (MSDSLUG). Recognized as Microsoft’s official group for end ... Microsoft Dynamics SL software users, partners, industry experts and representatives. Intellitec Solutions’ membership ...
(Date:11/27/2015)... (PRWEB) , ... November 27, 2015 , ... CBD ... Accreditation of Allied Health Education Programs (CAAHEP) awarded accreditation to its Diagnostic Medical Sonography ... CAAHEP accredited colleges, as only one of twelve colleges and universities in the state ...
(Date:11/27/2015)... ... 27, 2015 , ... Indosoft Inc., developer and distributor of ... 11 LTS (Long Term Support) into its Q-Suite 5.10 product line. , Making ... with a version of Asterisk that will receive not only security fixes, but ...
(Date:11/26/2015)... (PRWEB) , ... November 26, 2015 , ... ... American Express Travel Representative. As a franchise owner, Somu now offers travelers, value ... cruise, destination wedding packages, private cruise sales, as well as, cabin upgrades and ...
(Date:11/26/2015)... ... November 26, 2015 , ... WorldCare International, ... in the 61st annual Employee Benefits Conference. The Employee Benefits Conference was hosted ... 8th through Wednesday, November 11th, 2015. The conference was held at the Hawaii ...
Breaking Medicine News(10 mins):
(Date:11/27/2015)... 2015 ... "2016 Global Tumor Marker Testing Market: ... Sales Segment Forecasts, Innovative Technologies, Instrumentation Review, ... their offering. --> ) ... "2016 Global Tumor Marker Testing Market: Supplier ...
(Date:11/26/2015)... , 26 november 2015 AAIPharma ... de geplande investering aan van ten minste ... laboratoria en het mondiale hoofdkantoor in ... zal resulteren in extra kantoorruimte en extra ... de groeiende behoeften van de farmaceutische en ...
(Date:11/26/2015)... 26, 2015 --> ... SyMRI to find optimal contrast weighting of MRI for ... has signed a research agreement with SyntheticMR in order to ... SyMRI, it is possible to generate multiple contrast images from ... patient has left, thus making it possible to both fine ...
Breaking Medicine Technology: