SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act 1934
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Date of Report: February 18, 1997
INTERNEURON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State of other jurisdiction of incorporation)
0-18728 043047911
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(Commission File Number) (IRS Employer Identification No.)
One Ledgemont Center, 99 Hayden Avenue, Lexington, Massachusetts 02173
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (617) 861-8444
ITEM 5. OTHER EVENTS
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On February 18, 1997, Interneuron Pharmaceuticals, Inc. (the "Company")
announced that its majority-owned subsidiary, Progenitor, Inc. ("Progenitor"),
agreed to acquire Mercator Genetics, Inc., a privately-held company
("Mercator"). The proposed acquisition is subject to certain conditions,
including completion of an initial public offering by Progenitor by July 31,
1997 and approval by the Mercator stockholders. The purchase price would be $22
million, payable in Progenitor Common Stock, plus the assumption of Mercator
liabilities. Progenitor agreed to provide Mercator with an interim operating
line of credit of up to $6.6 million, which the Company has agreed to fund.
Amounts advanced under the line of credit and completion of the acquisition will
result in charges to the Company's consolidated results of operations. Reference
is made to the Company's press release dated February 18, 1997, filed as Exhibit
20.1 hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits
20.1 Press Release dated February 18, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNEURON PHARMACEUTICALS INC.
By: /s/ Glenn L. Cooper, M.D.
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Glenn L. Cooper, M.D.
President and Chief Executive Officer
Dated: February 18, 1997
FOR IMMEDIATE RELEASE
CONTACTS:
For Progenitor: For Interneuron:
Douglass B. Given, M.D., Ph.D. William B. Boni
President and Chief Executive Officer VP, Corp. Communications
Tel: 614-488-6688 Tel: 617-861-8444, ext. 606
Mark N.K. Bagnall For Mercator:
Vice President, Finance and Elliott Sigal, M.D., Ph.D.
Chief Financial Officer President and Chief Executive Officer
Tel: 614-488-6688 Tel: 415-614-7030
PROGENITOR TO ACQUIRE MERCATOR GENETICS
Merged Company to Pursue Functional Genomics
LEXINGTON, MA, COLUMBUS, OH and MENLO PARK, CA, February 18, 1997 -- Interneuron
Pharmaceuticals, Inc. (NASDAQ: IPIC), Progenitor, Inc. (a majority-owned
subsidiary of Interneuron), and Mercator Genetics, Inc. today announced that
Progenitor agreed to acquire Mercator, a privately-held genomics company. The
acquisition is subject to a number of conditions, including completion of an
initial public offering by Progenitor. The purchase price would be $22 million,
payable in Progenitor Common Stock, plus the assumption of Mercator liabilities.
Progenitor also agreed to provide Mercator with an interim operating line of
credit of up to $6.6 million. Funding of this line of credit will be provided by
Interneuron. Amounts advanced under the line of credit and the completion of the
acquisition will result in charges to the consolidated financial results of
Interneuron.
Mercator is focused on the identification of genes associated with cancer and
with severe chronic respiratory, inflammatory and neurological disorders.
Mercator has expertise in human genotyping, gene mapping and high-throughput
sequencing. Mercator's principal gene discovery approach, known as disease
association, was used in its identification last year of the gene for hereditary
hemochromatosis (iron overload disease). Mercator was formed in 1993 and is
located in Menlo Park, CA.
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"This acquisition marks progress toward Progenitor's strategy to build, acquire
and consolidate technologies and critical mass in a broad-based genomics
business," said Douglass B. Given, M.D., Ph.D., president and chief executive
officer of Progenitor. "Mercator furnishes us with a new set of tools and
methods for discovery of novel genes with functional and medical relevance,
additional technical expertise, and further access to scientific leadership and
emerging genomics technologies. The integration of Mercator's human disease
genetics capabilities with Progenitor's core developmental biology systems for
gene discovery and functional characterization will create a more comprehensive
genomics platform, offering multiple approaches for discovery of candidate genes
for complex, polygenic diseases."
"Mercator has established gene discovery programs for asthma, schizophrenia and
cancer. Extensive clinical databases and ongoing technology development
distinguish our gene discovery capabilities," said Elliott Sigal, M.D., Ph.D.,
president and chief executive officer of Mercator. "Progenitor's functional
genomics will enhance the identification of candidate genes as well as provide
the means to demonstrate their function. Our companies share the same vision of
how a genomics company should be built and the same management mind-set of
seeking out the best and most efficient genomics capabilities."
"We are excited about the synergies between developmental biology and human
genetics," said David R. Cox, M.D., Ph.D., a Mercator co-founder, professor of
genetics and co-director of the Stanford Human Genome Center at Stanford
University. "The merger with Progenitor will result in a novel technology
platform to discover genes and elucidate function."
"Progenitor's acquisition of Mercator is consistent with Interneuron's goal for
its subsidiary companies," said Glenn L. Cooper, M.D., president and chief
executive officer of Interneuron and chairman of Progenitor. "Our subsidiaries
are building upon the initial support from Interneuron by establishing expanded
and independent operations and financings through corporate alliances, public
offerings, mergers or other business activities, with Interneuron retaining an
ongoing equity interest. The subsidiary structure provides a specialized
development focus for products and technologies outside the central nervous
system field."
The acquisition agreement has been approved by the boards of directors of
Progenitor and Mercator. Completion of the transaction is subject to other
conditions, including timing and approval by the shareholders of Mercator.
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Dr. Given will serve as president and chief executive officer of the combined
entity. Dr. Sigal will join Progenitor in the newly created position of senior
vice president, research and development.
There is little duplication of research functions between the two organizations.
Progenitor does not expect significant reduction in the Mercator work force of
39 employees. Both Progenitor and Mercator have created retention plans to
encourage employees to remain through the reorganization. However, consolidation
of operations is being considered in order to more quickly and completely
integrate programs and capabilities, and to reduce administrative costs.
Progenitor is a functional genomics company engaged in the discovery,
characterization and validation of novel genes, receptors and related proteins
as therapeutic leads and targets for development and commercialization through
alliances with biopharmaceutical companies. Progenitor's functional genomics
approach combines expertise in developmental biology with molecular biology
techniques and bioinformatics to accelerate the discovery process.
Interneuron Pharmaceuticals is a diversified biopharmaceutical company engaged
in the development and commercialization of a portfolio of products and product
candidates primarily for neurological and behavioral disorders. Interneuron's
other subsidiaries are Intercardia, Inc., focused on cardiovascular disease;
Transcell Technologies, Inc., focused on carbohydrate-based drug discovery; and
InterNutria, Inc., focused on dietary supplement products.
Except for the descriptions of historical facts contained herein, this news
release contains forward-looking statements that involve risks and uncertainties
as detailed from time to time in Interneuron's SEC filings under the Securities
Act of 1933 and the Securities Exchange Act of 1934, including the risk that
Progenitor will not complete an initial public offering of its securities.
A registration statement relating to Progenitor's securities has been filed with
the Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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