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EXHIBIT 99.1
GUILFORD PHARMACEUTICALS ANNOUNCES DEFINITIVE MERGER AGREEMENT WITH GLIATECH
INC. MERGER CREATES SPECIALTY PHARMACEUTICAL COMPANY WITH COMPREHENSIVE
BIOPOLYMER AND NEUROLOGICAL PRODUCT PIPELINE
BALTIMORE and CLEVELAND, May 30 /PRNewswire/ -- Guilford Pharmaceuticals Inc.
(Nasdaq: GLFD - news) and Gliatech Inc. (Nasdaq: GLIA - news) today announced
that they have entered into a definitive merger agreement pursuant to which
Guilford will acquire all of the outstanding common stock of Gliatech. The
transaction combines the capabilities of both companies in biopolymer
development and the development of novel drugs for the treatment of central
nervous system disorders. The combined company will have three marketed products
and nine product candidates in clinical development.
"This is an exciting opportunity to combine our strengths and expertise and
create a stronger, product-focused organization with tremendous growth
potential," remarked Craig R. Smith, MD, President and Chief Executive Officer
of Guilford. "The strategic combination of our two companies will allow us to
realize greater competitive advantages, achieve operational synergies and
efficiencies, provide greater access to capital and create greater critical mass
with which to pursue our corporate objectives. Together, we have an excellent
commercial platform with three marketed biopolymer products for the surgical
marketplace and a broad and well-diversified pipeline of product candidates at
every stage of clinical development."
The combined company will consolidate its corporate and research operations in
Baltimore, while maintaining a manufacturing facility in Solon, Ohio. Dr. Smith
will retain his position as President and CEO and Thomas O. Oesterling, Ph.D.,
Chairman and CEO of Gliatech, will join the Board of Directors and the
management team and lead strategic planning activities for the Company.
"Our combined portfolio, which includes drug candidates at every stage of
development, offers an exciting array of biopolymer-based products for surgeons
and new potential treatments for neurological diseases," said Dr. Smith.
"Gliatech's product pipeline significantly enhances our focus on biopolymers and
small molecule therapeutics. It also significantly expands our commercial
capacity and creates an important opportunity to increase top- line revenues
from product sales."
"We are delighted to join forces with Guilford in building a first-class
biopharmaceutical company," commented Dr. Oesterling. "It quickly became
apparent as we entered negotiations that the strategic fit was excellent -- both
in terms of corporate structure and technology platform. As a combined entity,
we are in a position to build a strong commercial enterprise with the ability to
increase product-related revenues and nurture a strong development pipeline."
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Under the terms of the agreement, each shareholder of Gliatech will receive 1.38
shares of Guilford common stock for each share of Gliatech common stock. The
transaction, which is subject to shareholder and regulatory approval, is
expected to close in the third quarter of 2000. The merger is intended to
qualify as a tax-free reorganization and will be accounted for as pooling of
interests. The Boards of Directors of both companies have approved the merger.
Biopolymer Platform
The combined company's portfolio will include three marketed biopolymer products
and five biopolymer products in various stages of clinical development.
Commercial Platform:
(1) ADCON(R)-L Gel - a polymer gel approved for the inhibition of post-
surgical scarring and adhesions following lumbar spine surgery.
ADCON(R)-L is currently available in the U.S. and 28 international
markets and is the only product to receive FDA market clearance for
this use.
(2) GLIADEL(R) Wafer - a site-specific biopolymer-based chemotherapeutic
approved to treat recurrent glioblastoma multiforme - a common form of
malignant brain cancer. Since its approval by the FDA in 1996,
GLIADEL(R) Wafer has received marketing authorizations in 21 countries.
(3) ADCON(R)-T/N Gel - a polymer gel approved for the inhibition of post-
surgical scarring and adhesions following tendon and peripheral
nerve surgery. ADCON(R)-T/N Gel is currently available in 28
international markets, excluding the United States.
Development Platform:
(1) GLIADEL(R) Wafer - for first line therapy of glioblastoma multiforme. A
Phase III clinical trial will be completed this summer.
(2) ADCON(R)-P - a biopolymer liquid to inhibit post-surgical scarring
following pelvic and gynecological surgeries. ADCON(R)-P is currently
in pivotal trials.
(3) ADCON(R)-A - a biopolymer liquid to inhibit post-surgical scarring
following abdominal and colorectal surgeries. ADCON(R)-A has completed
patient enrollment in a pilot study and is expected to enter pivotal
trials this year.
(4) PACLIMER(TM) Microspheres - a proprietary, site-specific biopolymer
formulation of paclitaxel intended for the treatment of ovarian cancer.
PACLIMER(TM) Microspheres is currently in Phase I clinical development.
(5) ADCON(R)-I (using ADCON(R)-L gel) - to inhibit adhesions following
breast augmentation and reconstructive surgery. ADCON(R)-I has recently
completed enrollment in a pilot clinical trial.
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Neurological Platform
In addition to its biopolymer platform, the combined company will have four
neurological products in various stages of clinical development. Products in the
company's neuroscience development pipeline will include:
(1) PERCEPTIN(TM) - a selective histamine H3 receptor antagonist being
investigated as a novel treatment for attention deficit
hyperactivity disorder. Phase I studies have been completed and
enrollment in a Phase II trial has begun.
(2) Neuroimmunophilin ligands - novel small molecules that are being
investigated for the promotion of nerve growth and repair.
Guilford's development partner, Amgen, has recently completed Phase
I studies with "NIL-A," the lead compound, and Guilford anticipates
that Phase II development for Parkinson's disease will begin this
year.
(3) GPI-15715 - a novel pro-drug of propofol, currently the world's best
selling general anesthetic. GPI-15715 is a water soluble pro-drug of
propofol that may avoid some of the side effects associated with
propofol. GPI-15715 is currently in late stage preclinical
development.
(4) GPI-5693 - a small molecule NAALADase inhibitor developed to treat
neuropathic pain associated with diabetic peripheral neuropathy.
Clinical development is scheduled to begin later this year.
The combined company also has several neurological programs in its research
pipeline. Its PARP and serine racemase programs aim to inhibit cell damage and
death in acute and chronic neurodegenerative disorders including stroke, spinal
cord trauma, Parkinson's disease and inflammation. The combined company is also
developing compounds based on the activity of inflammation-producing glial cells
to slow or inhibit the progression of Alzheimer's disease; H3 agonists for the
treatment of anxiety and insomnia; inhibitors of glycine transporters for
potential treatment in schizophrenia, and a monoclonal antibody that may be
useful in inflammatory diseases.
Corporate partners include Amgen for development of neuroimmunophilin ligands
and Aventis S.A. which markets GLIADEL(R)Wafer.
Prudential Vector Healthcare Group, a unit of Prudential Securities
Incorporated, acted as financial advisor to Guilford, and SG Cowen Securities
Corporation acted as financial advisor to Gliatech.
Conference Call Notice:
Dr. Craig R. Smith, President and CEO of Guilford, and Dr. Thomas O. Oesterling,
Chairman and CEO of Gliatech, will host a conference call at 10:00 a.m. E.S.T.
today to discuss the
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proposed business combination. The dial-in number to participate is (212)
346-0231. For a playback, dial 1-800-633-8284, reservation number 15359622.
Internet addresses: www.guilfordpharm.com
www.gliatech.com
The companies desire to take advantage of the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995. This press release contains
forward-looking statements that involve risks and uncertainties. The companies
describe certain of these risks and uncertainties in their respective filings
with the Securities and Exchange Commission, including their respective Annual
Reports on Form 10-K (including the section entitled "Risk Factors" contained in
Guilford's Form 10-K), their most recent quarterly reports on Form 10-Q and
their Current Reports on Form 8-K. These risks and uncertainties could cause the
companies' actual results and experience to differ materially from anticipated
results and expectations expressed in these forward-looking statements. In
particular, there can be no assurance that all of the steps necessary to
consummate the merger (including regulatory and shareholder approvals) will
occur, that the contemplated advantages will be achieved upon any consummation
of the merger, or that all of the scientific, regulatory and chemistry,
manufacturing and controls steps necessary for compounds to progress from
preclinical to clinical development or from an earlier to a later stage of
clinical development will be successfully completed. The companies 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.
