SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 7, 2000
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CYTOGEN CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-14879 22-2322400
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 College Road East, CN5308
Princeton, NJ 08540-5308
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (609) 750-8200
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On July 7, 2000, Cytogen Corporation ("Cytogen"), a Delaware corporation,
Cytogen Acquisition Corp. ("Cytogen Acquisition"), a Delaware corporation and a
wholly-owned subsidiary of Cytogen, and Advanced Magnetics, Inc. ("Advanced
Magnetics"), a Delaware corporation, entered into an Agreement and Plan of
Merger (the "Merger Agreement"). The information contained in the joint press
release of Cytogen and Advanced Magnetics, dated July 10, 2000, attached as
Exhibit 99.1 hereto is incorporated herein by this reference.
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Under the terms of the Merger Agreement, and subject to the conditions set
forth therein (including approval by the stockholders of Advanced Magnetics),
Cytogen Acquisition will be merged with and into Advanced Magnetics (the
"Merger"). At the effective time of the Merger, the separate existence of
Cytogen Acquisition will cease to exist and Advanced Magnetics will continue as
the surviving corporation and as a wholly-owned subsidiary of Cytogen. In
exchange for their shares of common stock, par value $.01 per share, the
stockholders of Advanced Magnetics will receive shares of Cytogen common stock,
par value $.01 per share. The number of shares of Cytogen common stock exchanged
for each share of Advanced Magnetics common stock will be equal to $8.75 divided
by the average closing price of Cytogen common stock for the twenty (20) trading
days ending three (3) days prior to the closing of the Merger. The number of
shares of Cytogen common stock exchanged per share of Advanced Magnetics common
stock will not, however, be less than 0.7566 shares or more than 1.0237 shares.
In addition, Cytogen will assume all outstanding options to purchase Advanced
Magnetics common stock and will assume all purchase rights outstanding under
Advanced Magnetics' employee stock purchase plan.
The Merger Agreement contains customary representations and warranties on
the part of both parties and the consummation of the Merger is subject to
customary closing conditions.
If the Merger is consummated, Advanced Magnetics common stock will be
deregistered under the Securities Exchange Act of 1934, as amended, and delisted
from the American Stock Exchange.
In connection with the Merger, certain stockholders holding approximately
20% of Advanced Magnetics' voting power entered into voting agreements pursuant
to which such stockholders have agreed to vote their shares in favor of, among
other things, the adoption of the Merger Agreement and the approval of the
Merger.
Statements contained in this Report on Form 8-K that are not historical
facts may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectation contained
in the forward-looking statements. The following factors, among others, could
cause actual results to differ materially from those described in the
forward-looking statements: failure of the stockholders of Advanced Magnetics to
adopt the Merger Agreement, the risk that the businesses of Cytogen and Advanced
Magnetics will not be integrated successfully, failure to gain FDA approval for
the marketing of Combidex and other risks identified in each of Cytogen's and
Advanced Magnetics' Securities and Exchange Commission filings.
ITEM 7. EXHIBITS.
(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release of Cytogen Corporation and
Advanced Magnetics, Inc., dated July 10, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
CYTOGEN CORPORATION
By: /s/ Joseph Reiser
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H. Joseph Reiser, Ph.D.
President and Chief Executive Officer
Dated: July 14, 2000
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Cytogen Corporation and Advanced Magnetics,
Inc., dated July 10, 2000.
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Exhibit 99.1
Contacts:
Richard W. Krawiec, Cytogen Corporation Jerome Goldstein, Advanced
Vice President, Investor Relations Magnetics, Inc.
and Corporate Communications Chairman and Chief Executive
609-750-8289 Officer
617-497-2070 ext. 3030
CYTOGEN TO ACQUIRE ADVANCED MAGNETICS
STRATEGIC MERGER STRENGTHENS CYTOGEN'S ONCOLOGY PRESENCE, AS
WELL AS PROVIDING PRODUCT, TECHNOLOGY AND CASH RESOURCES
PRINCETON, NJ and CAMBRIDGE, Ma - July 10, 2000 - Cytogen Corporation (Nasdaq:
CYTO) and Advanced Magnetics, Inc. (AMEX: AVM) today jointly announced that they
have entered into a definitive merger agreement under which Cytogen will acquire
Advanced Magnetics, a developer of novel diagnostic pharmaceuticals for use in
magnetic resonance imaging (MRI). The transaction represents a strategic step
for Cytogen to broaden its oncology franchise, which it intends to leverage
through its proteomics business and the development of products using its
prostate specific membrane antigen (PSMA) technology. The two companies believe
that this stock-for-stock transaction, which includes products, technology, and
cash assets, is in the best interests of the shareholders of both companies and
provides the combined company with the following benefits:
o The acquisition broadens Cytogen's medical oncology presence and
strengthens its position in the area of cancer staging and detection, in
which Cytogen currently markets two products, ProstaScint(R), a prostate
cancer imaging agent, and OncoScint CR/OV(R), an imaging agent for ovarian
and colorectal cancers.
o Advanced Magnetics' near-term product, Combidex(R), a MRI contrast agent
for the detection of lymph node metastases, has produced promising clinical
results and creates the potential for an enhanced revenue stream. The U.S.
Food and Drug Administration (FDA) recently issued an approvable letter
with respect to Combidex, following a priority review.
o The combined company plans to utilize Cytogen's oncology sales and
marketing organization for the expected launch of Combidex in the first
half of 2001.
o At March 31, 2000, Advanced Magnetics had $19.5 million in cash and
marketable securities. The enhanced cash position created by the merger
secures development resources and provides leverage to other areas of the
combined business, including prostate cancer diagnostics and therapeutics
based on PSMA technology and Cytogen's AxCell Biosciences proteomics
subsidiary.
o The combined development teams, which have been responsible for a total of
five FDA approved products to date, will apply their expertise to obtaining
and maintaining regulatory approvals and accelerating the commercial
introduction of product candidates in the pipeline. One such product
candidate is Advanced Magnetics' next-generation imaging agent, Code 7228,
which is scheduled to enter Phase II clinical development later this year.
Code 7228 is being developed for oncology and magnetic resonance
angiography applications.
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o Cytogen gains cutting-edge, iron oxide-based imaging technology as well as
a state-of-the-art manufacturing facility, and a patent portfolio
consisting of 25 U.S. patents and additional U.S. and foreign pending
patent applications. Cytogen plans to use Advanced Magnetics' Cambridge,
Massachusetts, GMP facility for fill, finish, and distribution of two of
Cytogen's existing products, ProstaScint and OncoScint CR/OV imaging
agents.
Under the terms of the agreement, Cytogen will acquire all of Advanced
Magnetics' outstanding stock in a tax-free, stock-for-stock transaction
structured as a pooling of interests. Advanced Magnetics' shareholders will
receive $60 million in shares of Cytogen common stock. Each outstanding Advanced
Magnetics common share will be converted into $8.75 market value of Cytogen
common shares, subject to a collar on the price of Cytogen common stock ranging
from $8.55 to $11.56. The transaction is subject to approval by Advanced
Magnetics' shareholders and is expected to close in the third quarter of 2000.
"By growing Cytogen via a strategic, synergistic acquisition, we are aiming to
leverage the value of our existing assets and expertise to increase shareholder
value," said H. Joseph Reiser, Ph.D., Cytogen's Chief Executive Officer. "This
acquisition fits well with our continuing strategy to introduce specialized
cancer products that aid physicians in the diagnosis and staging of various
cancers using novel physiological targeting approaches. Since lymph nodes are
often the first sites to which cancer spreads from the primary tumor, such
staging information is critical in making the best treatment decisions. The
Advanced Magnetics acquisition goes hand in glove with our present prostate
cancer product and related development efforts, and their near-term product,
Combidex, could allow us to build a leading company in lymph-node-based cancer
staging and diagnosis. We estimate that in the broader oncology field there are
over 800,000 cancer patients in the United States who may benefit from lymph
node imaging."
"Advanced Magnetics' working capital should provide the combined company with
ready funding for the commercialization of Combidex, assuming final approval is
granted," added Dr. Reiser. "With the combined expertise of the two management
teams, we believe that we could be in a stronger position to accelerate other
corporate goals related to the development of immunotherapies, the acquisition
of new products, and the further acceleration of our proteomics initiative at
our wholly owned subsidiary, AxCell BioSciences."
"Cytogen provides a logical strategic fit for Advanced Magnetics' products and
personnel," said Jerome Goldstein, Chairman and CEO of Advanced Magnetics.
"Advanced Magnetics' technology and products have the potential to achieve
greater market penetration under the Cytogen umbrella than they do alone.
Therefore, I believe that the combination of the two companies is in the best
interests of both groups of shareholders. In addition, the timing of this
transaction is ideal. We recently received an initial action letter from the FDA
indicating that our Combidex MRI contrast agent for imaging of metastatic lymph
nodes was 'approvable,' subject to certain conditions being satisfied. We
believe the combined company will be well positioned to launch and market this
product to oncologists upon anticipated final approval, given our combined
experience in the oncology marketplace with metastatic cancer detection and
Cytogen's recent deployment of a dedicated oncology sales force."
UBS Warburg LLC and SG Cowen Securities Corporation acted as the financial
advisors to Cytogen Corporation and Advanced Magnetics, respectively.
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Cytogen Corporation is an established biopharmaceutical company in Princeton,
NJ, with two principal lines of business, proteomics and oncology. The Company
is extending its expertise in antibodies and molecular recognition to the
development of new products and a proteomics-driven drug discovery platform. The
Company has established a pipeline of product candidates based on its
proprietary antibody and prostate specific membrane antigen, or PSMA,
technologies. The Company, with Progenics Pharmaceuticals, Inc., has formed a
joint venture focusing on the development of cancer immunotherapies based on
PSMA technology. The Company's cancer management franchise currently comprises
three marketed FDA-approved products: ProstaScint(R), used to image the extent
and spread of prostate cancer; OncoScint CR/OV(R), a diagnostic imaging agent
for colorectal and ovarian cancer; and Quadramet(R), for the relief of
cancer-related bone pain. The Company's wholly owned subsidiary, AxCell
Biosciences Corporation, is developing a proprietary protein pathway database as
a drug discovery and development tool for the pharmaceutical and biotechnology
industries. For additional information on Cytogen, visit the Company's web sites
at www.cytogen.com and www.axcellbio.com.
Advanced Magnetics, Inc. is a biopharmaceutical company, with offices in
Cambridge, MA, and Princeton, NJ, dedicated to the development and
commercialization of pharmaceutical products for the diagnosis and treatment of
cancer and other diseases. Feridex I.V.(R), the Company's contrast agent used in
MRI for the detection of liver lesions, is currently marketed in the United
States, Japan, western Europe, Argentina, Israel, China and South Korea.
GastroMARK(R), for use in conjunction with MRI to distinguish the loops of the
bowel from other abdominal structures, is marketed in the United States and
western Europe. An approvable letter has been received from the U.S. Food and
Drug Administration for the Company's third product, Combidex, for use in MRI to
aid diagnosis of lymph node disease. The Company's Research and Development
efforts include Code 7228 for use in oncology applications as well as MR
angiography. For additional information on Advanced Magnetics, visit the
Company's web site at www.advancedmagnetics.com.
This release contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on managements' current expectations and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements in
this release include statements addressing the following subjects: expected date
of closing the acquisition; future financial and operating results; timing and
benefits of acquisition; expected regulatory approval and marketing of Combidex;
and enhanced product development efforts.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: failure of
the Advanced Magnetics' shareholders to adopt the agreement providing for
Cytogen's acquisition of Advanced Magnetics; the risk that the businesses of
Cytogen and Advanced Magnetics will not be integrated successfully; and other
economic, business, competitive and/or regulatory factors affecting Advanced
Magnetics' and Cytogen's businesses, the ability to satisfy the conditions
specified for final approval of
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Combidex for imaging of lymph nodes and to resolve the final labeling for
Combidex with the FDA.
More detailed information about these factors is set forth in Advanced
Magnetics' and Cytogen's filings with the Securities and Exchange Commission,
including Advanced Magnetics' Annual Report on Form 10-K for the fiscal year
ended September 30, 1999, Cytogen's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, their most recent Quarterly Reports on Form 10-Q
and Cytogen's Current Reports on Form 8-K. Advanced Magnetics and Cytogen are
under no obligation to (and expressly disclaim any such obligation to) update or
alter their forward-looking statements whether as a result of new information,
future events or otherwise.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information when it becomes available, because it will contain
important information. The proxy statement/prospectus will be filed with the
Securities and Exchange Commission by Advanced Magnetics, Inc. and Cytogen
Corporation. Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by Advanced
Magnetics and Cytogen at the Commission's web site at http://www.sec.gov. The
proxy statement/prospectus and such other documents may also be obtained from
Advanced Magnetics or from Cytogen by directing such request to Advanced
Magnetics, Inc., Attention: Corporate Secretary, 61 Mooney Street, Cambridge, MA
02138, telephone: (617) 497-2070; or Cytogen Corporation: Corporate Secretary,
600 College Road East, CN 5308, Princeton, NJ 08540, telephone: (609) 750-8200.
Advanced Magnetics and certain other persons referred to below may be deemed to
be participants in the solicitation of proxies of Advanced Magnetics'
shareholders to adopt the agreement providing for Cytogen's acquisition of
Advanced Magnetics. The participants in the solicitation may include the
directors and executive officers of Advanced Magnetics, who may have an interest
in the transaction, including as a result of holding shares or options of
Advanced Magnetics. A detailed list of the names and interests of Advanced
Magnetics' directors and executive officers is contained in Advanced Magnetics'
Proxy Statement for its most recent Annual Meeting, which may be obtained
without charge at the Commission's web site at http://www.sec.gov.
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