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Exhibit 99.1
CONTACT FOR CENES:
Daniel Roach
Chief Executive, CeNeS Pharmaceuticals
Tel: +44 (0) 1223 266 466
John Bick/Damion Greef
Holborn Public Relations
Tel +44 (0) 207 929 5599
[email protected]
CONTACT FOR CAMBRIDGE NEUROSCIENCE:
Robert McBurney Theresa McNeely
President & Chief Executive Officer Director
Cambridge NeuroScience, Inc. Feinstein Kean Healthcare
1 (617) 225-0600 ext. 114 1 (508) 553-2869
[email protected] [email protected]
FOR IMMEDIATE RELEASE
CENES PHARMACEUTICALS PLC AND CAMBRIDGE NEUROSCIENCE INC. AGREE TO MERGE
-- COMBINATION BROADENS PRODUCT PIPELINE AND RESEARCH CAPABILITY
OF UK-BASED CNS COMPANY --
CAMBRIDGE, MASSACHUSETTS, AND CAMBRIDGE, ENGLAND, MAY 23, 2000 - CeNeS
Pharmaceuticals (London Stock Exchange: CEN) and Cambridge NeuroScience, Inc.
(OTCBB: CNSI) jointly announced today that they have signed a definitive merger
agreement under which CeNeS will acquire Cambridge NeuroScience.
The merger combines two companies focused on central nervous system disorders
and pain control. From an R&D perspective, it broadens the CeNeS product
pipeline, expands its R&D skill base and infrastructure and adds drug discovery
activities in ion channel blockers to CeNeS' proprietary ion channel screening
technology. Strategically, it positions the company in the U.S.
biopharmaceutical community, and provides a pathway to additional revenue
opportunities.
The enlarged company will have a product pipeline headed by Moraxen, a novel
formulation of morphine that has been submitted for marketing approval by the UK
Medicines Control Agency. The pipeline will have 5 different pain programmes;
Moraxen for post-operative pain (Phase III), M6G for post-operative pain (Phase
II), an opioid analgesic for cancer breakthrough pain (Phase II), CNS 5161 for
neuropathic pain (Phase II) and analgesic tripeptides (Pre-clinical). It will
also contain a Phase II drug for the treatment of stroke and clinical trials
targeting sleep disorders (Phase II in healthy volunteers) and substance abuse
(Phase II). Pre-clinical research projects will target schizophrenia, multiple
sclerosis and glaucoma. Research will focus on Alzheimer's disease, Parkinson's
disease, multiple sclerosis and ion channels as drug targets.
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CeNeS/Cambridge NeuroScience Merger
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Within the ion channel field both companies have significant intellectual
property and tangible assets. The enlarged group will have a library of more
than 2000 compounds specifically targeted to ion channels, a portfolio of 45
issued and 15 pending U.S. patents and a proprietary ion channel screening
technology which automates the complex process of measuring electrical currents
across cell membranes.
"We see major benefits resulting from this combination," said Daniel Roach,
Chief Executive of CeNeS Pharmaceuticals plc. "It will build a stronger company
with a broader product pipeline, an enhanced skill base and a substantial
intellectual property portfolio, particularly in the very important area of ion
channels. We are adding a strategic eastern United States location in the heart
of biotechnology innovation, which enables us to market our products and
services to U.S. pharmaceutical companies. Finally, we are gaining revenue
opportunities by adding two major collaborators - Allergan and Bayer - to an
already prestigious list of worldwide life science company partners."
"We believe this transaction achieves two very important objectives for
Cambridge NeuroScience and its shareholders," stated Robert McBurney, Cambridge
NeuroScience President & Chief Executive Officer. "First, it enables
shareholders to capture the value inherent in our company with a sustained
interest in a larger and stronger entity such as CeNeS. Second, it enables us to
leverage the expertise of both companies to accelerate research and development
activities towards commercialization."
Following completion of the merger, CeNeS expects to maintain the headquarters
of Cambridge NeuroScience in the Boston area, including l0,000 sq. ft. research
laboratories. The current Cambridge NeuroScience staff are expected to remain
with the company. Cambridge NeuroScience President & Chief Executive Officer,
Harry Wilcox, has resigned his position, effective today, but will remain as a
member of the Board of Directors. Robert McBurney will assume the role of
Cambridge NeuroScience President & Chief Executive Officer during the period
prior to closing.
"We are especially appreciative to Harry Wilcox for overseeing the company's
operations since 1998 and for bringing us to this important scientific and
business opportunity," noted Robert McBurney. "We wish him all the best in the
next stage of his career."
THE MERGER PROPOSAL
The proposed merger, which is subject to shareholder approval by both companies,
is structured as an all stock transaction. Cambridge NeuroScience shareholders
will receive CeNeS shares equal to a value of $2.25 for each CNSI share. If the
price of CeNeS stock increases up to 12.5% between now and the closing,
Cambridge NeuroScience shareholders will receive an amount of CeNeS shares equal
to $2.25 per share while an increase of greater that 12.5% results in a fixed
amount of shares. If the price of CeNeS stock decreases as much as 22.5%,
Cambridge NeuroScience shareholders will receive additional shares to maintain
the value of the transaction. The tax free transaction will be treated by CeNeS
pursuant to the purchase method of accounting. The transaction is expected to be
completed in the third quarter 2000 and CeNeS will continue to trade on the
London Stock Exchange after the closing of the transaction.
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CeNeS/Cambridge NeuroScience Merger
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ABOUT CENES
CeNeS Pharmaceuticals is focused on developing drugs for CNS disorders and pain
control and the development of controlled release drug delivery products in a
range of therapeutic areas. The group has l00 staff working from modern research
and manufacturing facilities in Cambridge, England and Irvine in Scotland.
CeNeS Pharmaceuticals applies a commercially driven approach to R&D activities,
while seeking to partner other programmes as appropriate to generate income,
share risk and assist in the validation of the underlying technologies. The
Group has clinical programmes for the treatment of stroke, pain, schizophrenia,
sleep disorders and substance abuse.
The portfolio of drug candidates and research projects has been compiled by both
in-licensing agreements and collaborative development programmes. In-licensing
agreements have been signed with Novo Nordisk, Glaxo Welcome, BTG and Bioglan
Pharmaceuticals. CeNeS Pharmaceuticals is also conducting research through
collaborative programmes into new therapeutic approaches for the treatment of
Alzheimer's and Parkinson's disease.
CeNeS Pharmaceuticals has three revenue generating business units. CeNeS Drug
Delivery offers technologies targeted to meet specific therapeutic needs. These
technologies are exploited through contract formulation and development projects
with pharmaceutical companies. The CeNeS cognition business provides equipment
and services in the area of cognition research. The CeNeS Channelwork business
has expertise in ion channel research and sells contract services to the
pharmaceutical industry. Channelwork is also developing high throughput
screening systems for the testing of ion channel modulators, a valuable resource
in ion channel drug discovery.
For more information, visit the CeNeS website at WWW.CENES.COM
ABOUT CAMBRIDGE NEUROSCIENCE
Cambridge NeuroScience, Inc., based in Cambridge, Massachusetts, USA, is a
neuroscience company engaged in the discovery and development of proprietary
pharmaceuticals focusing on nerve cell function and survival. The Company is
developing products to treat chronic pain and neurodegenerative disorders such
as multiple sclerosis and peripheral neuropathies.
Cambridge NeuroScience's technologies include a range of proprietary compounds
known as ion-channel blockers which act on specific nerve cells to modify their
activity or to minimize their destruction in degenerative disorders of the
central nervous system. The Company's lead ion-channel blocker, CNS 5161, is a
potent and selective NMDA ion-channel blocker being developed to treat
neuropathic pain. CNS 5161 has completed two Phase I studies and was shown to
have beneficial analgesic actions. Other indications targeted by the Company's
ion-channel drug discovery efforts include stroke, brain and spinal cord injury,
glaucoma and peripheral neuropathies.
To advance the development of several of its programs, the Company has entered
into two strategic partnerships. Through a collaboration with Allergan, Inc., a
worldwide leader in ophthalmic products,
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CeNeS/Cambridge NeuroScience Merger
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the companies are jointly discovering sodium ion-channel blockers, NMDA
ion-channel blockers and combination ion-channel blockers for the treatment of
glaucoma. Cambridge NeuroScience has also partnered with Bayer, AG to develop
recombinant Glial Growth Factor 2 (GGF2), for the treatment of neurodegenerative
diseases such as multiple sclerosis.
For more information, visit Cambridge NeuroScience's website at
WWW.CAMBNEURO.COM
This press release may contain forward-looking statements based on current
expectations of management. There are certain important risk factors that could
cause results to differ from those anticipated by the statements made above,
including, but not limited to, the Company's ability to establish and maintain
collaborative agreements with third parties for its product candidates and
programs, the results of future clinical trials, the acceptance by regulatory
authorities of the Company's clinical trial outcomes as a basis for marketing
approval, technological uncertainties, Company's history of losses, the
Company's need for future funding and uncertain access to capital, the intense
competition and technological change in the Company's industry, uncertainties
related to marketing and selling the Company's products, the Company's
dependence on qualified personnel, and the uncertainty that the merger will
achieve the business objectives, operational efficiencies and shareholder value
currently anticipated by the Company's management. The reader should not rely on
any forward-looking statements, and Cambridge NeuroScience does not undertake
any obligation to updated forward-looking statements whether as a result of new
information, future events or otherwise. Readers should evaluate any statements
in light of the Risk Factors section in Exhibit 99.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, as filed with
the U.S. Securities and Exchange Commission on March 17, 2000.
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