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Exhibit 99.1
Wednesday December 27, 2:00 am Eastern Time
Press Release
Source: LION bioscience AG and Trega Biosciences, Inc.
LION BIOSCIENCE TO ACQUIRE TREGA BIOSCIENCES
COMBINED ORGANIZATION TO OFFER COMPREHENSIVE INFORMATION MANAGEMENT
SOLUTIONS FOR LIFE SCIENCES
Heidelberg (Germany) & San Diego, CA (USA), December 27, 2000 - LION bioscience
AG (Neuer Markt: LIO; Nasdaq: LEON) and Trega Biosciences, Inc. (Nasdaq: TRGA)
today announced that they have signed an agreement for LION to acquire 100% of
the equity of Trega in exchange for LION American Depositary Shares (ADS). This
transaction values Trega at approximately $35 million, or an estimated $1.35 per
share on a fully diluted basis, subject to certain pre-closing adjustments. The
final exchange ratio will depend on a number of factors, including LION's
average closing price per ADS for the 10 trading days ending 2 trading days
prior to the meeting of Trega stockholders. The $35 million valuation of Trega
presumes that such price will not be lower than $68 or greater than $92. If
LION's average closing price per ADS over this time period is below this range,
the exchange ratio will be based upon a deemed price of $68 per LION ADS; if
such price is above this range, the exchange ratio will be based upon a deemed
price of $92 per LION ADS. Upon completion of the transaction, Trega will become
a wholly-owned subsidiary of LION.
LION and Trega will combine complementary technologies and products, which are
expected to significantly enhance LION's position as a leading provider of
comprehensive solutions for enterprise-wide data integration, data analysis and
information management solutions for the Life Sciences industry.
The vision and the capabilities of the two companies are highly synergistic.
LION's Life Science Informatics (LSI(TM)) business, which includes the industry
leading SRS platform, "SCOUT" integration and analysis products, and
I-biology(TM), its overall corporate-wide R&D-IT solution, is expected to
benefit from Trega's iDEA(TM) Predictive ADME (absorption, distribution,
metabolism and excretion) Simulation System. This product simulates, in silico,
how drug candidates will be processed in humans. Combining LION's drug discovery
expertise and integrated software solutions for all types of biological data
with Trega's iDEA(TM) Simulation
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System software provides the basis for a leading platform for the development
of a comprehensive solution for toxico-genomics and toxicology prediction
software. Furthermore, LION's information-driven drug discovery and
diagnostics business, called iD(3)(TM), is expected to benefit from the
addition of Trega's ChemFolio(R) libraries of information-enhanced small
molecules, as well as from its medicinal chemistry, assay development,
screening technology and general drug discovery capabilities.
This transaction is designed to broaden LION's reach into the many aspects of
the drug discovery process. It will also enhance LION's ability to utilize
information to accelerate the transformation of genes to targets and targets to
drugs, as well as to improve the efficiency and effectiveness of generating
validated target/lead combinations in the nuclear receptor area.
"Through the merger of the two companies we combine complementary technologies
and products in the area of Life Science informatics and drug discovery. This
transaction will further strengthen LION's strategic position as a leading
provider of comprehensive solutions for enterprise-wide data integration and
management in the Life Science R&D sector. The Trega team consists of
outstanding professionals and our cultures match perfectly. We intend to
strengthen and build on this San Diego-based organization to expand LION's U.S.
presence and serve our partners worldwide," says LION's CEO Friedrich von
Bohlen.
"We believe this event marks a major advance in the industry-wide shift towards
in silico drug discovery," said Michael G. Grey, president and CEO of Trega.
"Not only will the combined company be able to provide a comprehensive range of
tools that span the drug discovery continuum, but it also has the potential to
revolutionize how drug discovery is conducted in the future." After closing the
transaction, Mr. Grey will serve as CEO of LION's combined U.S. based
subsidiaries, LION bioscience, Inc.
The completion of the transaction is subject to closing conditions including
approval of the transaction by Trega's stockholders. The transaction is expected
to close in March or April 2001. LION will issue new shares out of its
authorized capital in order to acquire all outstanding shares of Trega in a
stock-for-stock transaction using LION's American Depositary Shares (ADS). The
preemptive right of existing LION shareholders in connection with this
transaction has been excluded. LION will also provide a stand-by line of credit
of $1 million to assist funding Trega's operations until closing.
ABOUT LION BIOSCIENCE AG
LION bioscience AG (Neuer Markt: LIO; Nasdaq: LEON) is a pioneer in the field of
enterprise-wide R&D data analysis and information management systems and
solutions for the life sciences and, particularly, the healthcare industry. The
overall integration system is i-biology. i-biology solutions are offered to
partners and form the basis for LION's internal IT-driven drug discovery efforts
on nuclear receptors. To date, LION AG has established numerous alliances in
informatics and genomics with leading Life Science research companies, including
Aventis, Bayer, Boehringer Ingelheim, Celera, DuPont, Glaxo Wellcome, Janssen,
Merck Inc., Nestle, Novartis, Pharmacia & Upjohn, SmithKline Beecham and
Sumitomo Pharmaceuticals. For additional information on LION, please visit our
Web Site at HTTP://WWW.LIONBIOSCIENCE.COM.
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ALL STATEMENTS IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE U.S. SECURITIES LAWS. SUCH STATEMENTS ARE
BASED ON CURRENT EXPECTATIONS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES.
ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE PROJECTED BECAUSE OF FACTORS SUCH
AS UNCERTAINTIES RELATING TO TECHNOLOGIES, PRODUCT DEVELOPMENT, OR
MANUFACTURING, MARKET ACCEPTANCE, COST OR PRICING OF LION'S PRODUCTS, DEPENDENCE
ON COLLABORATIONS AND PARTNERS, REGULATORY APPROVALS, COMPETITION, INTELLECTUAL
PROPERTY OF OTHERS, OR PATENT PROTECTION AND LITIGATION. THESE AND OTHER RISK
FACTORS ARE DISCUSSED IN LION'S REGISTRATION STATEMENT ON FORM F-1 DECLARED
EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2000. LION
EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY
UPDATES, REVISIONS OR CORRECTIONS TO ANY FORWARD-LOOKING STATEMENTS OR
HISTORICAL INFORMATION CONTAINED HEREIN. THESE FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY.
ABOUT TREGA BIOSCIENCES, INC.
Trega Biosciences, Inc. (Nasdaq: TRGA) is a premier provider of products that
accelerate and improve drug discovery through its iDiscovery(TM) technologies
linking biology and chemistry with information technologies. Trega's iDEA(TM)
family of information-based models simulate, in silico, how drug candidates will
be processed in the body, thereby enabling selection of those with optimal
characteristics for clinical development. Together with its iDEA(TM) products,
Trega's ChemFolio(R) libraries of information-enhanced small molecules are
designed to facilitate the identification and optimization of drug candidates.
For additional information on Trega, please visit our Web site at
http://www.trega.com.
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN
THIS NEWS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, INCLUDING WHETHER THE TRANSACTION DESCRIBED WILL BE COMPLETED,
WHETHER TREGA'S RESOURCES ARE SUFFICIENT TO ENABLE IT TO REACH ITS BUSINESS
OBJECTIVES, WHETHER ANY RESEARCH OR DEVELOPMENT ACTIVITIES WILL BE SUCCESSFUL,
WHETHER ANY ADDITIONAL COLLABORATIONS OR ALLIANCES WILL BE AGREED TO, FORMED OR
EXPANDED, WHETHER REGULATORY APPROVALS CAN BE OBTAINED FOR PRODUCTS DISCOVERED
AND DEVELOPED, IF ANY, WHETHER ANY PRODUCTS CAN BE SUCCESSFULLY MARKETED, THE
IMPACT OF COMPETITIVE PRODUCTS AND PRICING IN MARKETING SUCCESS, WHETHER ANY
OTHER CORPORATE COLLABORATIONS OR ALLIANCES WILL BE SUCCESSFUL, THE VALUE OF
LION STOCK IN THE FUTURE, AND OTHER RISKS DETAILED FROM TIME TO TIME IN TREGA'S
SECURITIES AND EXCHANGE COMMISSION FILINGS. THESE FORWARD-LOOKING STATEMENTS
REPRESENT TREGA'S JUDGMENT AS OF THE DATE OF THIS RELEASE. ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE PROJECTED. TREGA DISCLAIMS, HOWEVER, ANY INTENT OR
OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.
Klaus Sprockamp Michael G. Grey
LION bioscience AG Trega Biosciences, Inc.
CFO / COO President & CEO
+49 6221 4038 99 +1 858 410 6631
+49 179 2927837 [email protected]
[email protected]
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Alexander Asam, PhD, MBA Ernie Knewitz
LION bioscience AG Noonan/Russo Communications, Inc.
Head of Investor Relations +1 212 696 4455, ext. 204
+49 6221 4038 215 [email protected]
[email protected]
