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EXHIBIT 99.1
CUBIST PHARMACEUTICALS, INC. TO ACQUIRE TERRAGEN DISCOVERY INC.
Company Establishes Global Presence and Expands into Natural Product Drug
Discovery
****CONFERENCE CALL & LIVE WEBCAST TODAY AUGUST 8th AT 10:30 am ET****
CAMBRIDGE, MASS., AND VANCOUVER, BC, AUGUST 8, 2000 -- Cubist Pharmaceuticals,
Inc. (Nasdaq: CBST) and TerraGen Discovery Inc. today jointly announced the
signing of a definitive agreement for Cubist to acquire TerraGen, a privately
held company with operations in Vancouver, Canada and Slough, England. With the
acquisition, Cubist will enhance both its antimicrobial drug discovery platform
and product development engine and will obtain TerraGen's proprietary
technologies and expertise in the area of small molecule drug discovery from
natural products.
(Photo: http://www.newscom.com/cgi-bin/prnh/20000717/CUBELOGO)
There currently exist severe technical limitations in the ability to culture
over 99% of the microbes present in the environment. As a result, less than 1%
of existing natural microbial metabolites has been accessible for drug
screening. Despite these obstacles, however, natural diversity has proven to be
a rich source of pharmaceuticals-with greater than $14 billion annually in
global antibiotic sales derived from products from natural sources. Importantly,
TerraGen's proprietary technology portfolio overcomes the current technological
barriers, enabling the identification, production and screening for
pharmaceuticals from the untapped portion of the biological diversity that
exists today. In addition, TerraGen's expertise in directed biosynthesis
provides unique approaches for generating improved versions of existing drugs by
altering the metabolic pathways responsible for their production.
Specifically, TerraGen's patent estate covers the methods by which environmental
samples are collected and large DNA fragments encoding entire metabolic pathways
are cloned to create the NatGen(TM) collection of organisms, which produce novel
compounds. These techniques, coupled with TerraGen's NatChem(TM) chemical
extract library generated from a variety of microorganisms, greatly expand the
diversity of compounds that can be screened as drug candidates and extend the
utility of the conventional tools of natural product chemistry. Both companies
believe that such compounds will play a significant role in the discovery of
novel drugs in the field of antiinfectives as well as other important
therapeutic areas.
"We believe this acquisition will accelerate the achievement of our strategic
goal of attaining world leadership and a global presence in antiinfective drug
discovery, development and commercialization," said Scott M. Rocklage, Ph.D.,
Chairman, President and CEO of Cubist. "We will have one of the largest
committed efforts in the discovery and development of antiinfectives in the
world. Adding to the clinical success to date of Cidecin(TM), our lipopeptide
antibiotic currently in Phase III clinical trials, we will begin implementing
natural product chemistry technologies to expand our lipopeptide product
franchise. We will also broaden our drug discovery efforts to include natural
products, which currently are the source of 40% of the world's top-selling
drugs. In addition," Dr. Rocklage concluded, "as a result of the
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acquisition, we will have facilities established in Europe from which we can
both oversee our ongoing global clinical trials and manage our contract
manufacturing facilities."
"My colleagues and I are thrilled to be joining the Cubist team," said Julian
Davies, Ph.D., Chief Scientific Officer of TerraGen. "Cubist's experience in the
clinical development of a natural product, Cidecin, and its ongoing efforts in
the discovery of novel antiinfective agents make it the optimal choice to take
best advantage of our novel technology by providing resources and experience to
realize its full potential. We look forward to the successful integration of our
complementary strengths in discovery and development and participation in the
expansion of Cubist's drug discovery program."
Under the terms of the agreement, which both boards of directors have
unanimously approved, Cubist will acquire all of TerraGen's outstanding shares
in a stock-for-stock merger that is intended to be accounted for under a
pooling-of-interest treatment. Upon completion of the transaction, Cubist will
issue approximately $29 million worth of stock, or approximately 608,000 shares,
which is 2.1 % of its post-transaction, outstanding primary share count.
Completion of the acquisition is subject to review under the Hart- Scott-Rodino
Antitrust Improvement Act, to a vote of TerraGen's shareholders and to other
customary closing conditions. Cubist has already received agreements for
affirmative votes from 75% of TerraGen shareholders.
Bay City Capital acted as advisors to Cubist Pharmaceuticals for this
transaction.
TerraGen Discovery, Inc. is developing and applying innovative drug discovery
capabilities based on generating and screening novel small molecules derived
from traditionally inaccessible microbes. The Company's proprietary
combinatorial biosynthesis technologies provide unique access to a broad range
of structurally and functionally distinct compounds. TerraGen is partnering with
established pharmaceuticals companies to apply its platform to the discovery of
novel drugs and other high-value products, and is focusing its initial internal
drug discovery efforts on antiinfectives. TerraGen is a privately held,
venture-backed biotechnology company headquartered in Vancouver, British
Columbia.
Cubist Pharmaceuticals is focused on becoming a global leader in the research,
development and commercialization of novel antimicrobial drugs to combat serious
and life-threatening bacterial and fungal infections. Cubist is evaluating the
safety and efficacy of Cidecin(TM) (daptomycin for injection) in the EDGE(TM)
(Evaluation of Daptomycin in Gram-positive Entities) clinical trial program and
is engaged in multiple, strategic partnerships, including Novartis Pharma AG and
Merck & Co. for the discovery and development of novel antiinfectives.
CUBIST SAFEHARBOR STATEMENT
Statements contained herein that are not historical fact may be forward- looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, that are subject to a
variety of risks and uncertainties. There are a number of important factors that
could cause actual results to differ materially from those projected or
suggested in any forward-looking statements made by the Company. These factors
include, but are not limited to: (i) the Company's ability to successfully
complete product research and development, including pre-clinical and clinical
studies and commercialization; (ii) the Company's ability to obtain required
governmental approvals; (iii) the Company's ability to attract and/or maintain
manufacturing, sales, distribution and marketing partners; and (iv) the
Company's ability to develop and commercialize its products before its
competitors. Additional factors that would cause actual results to differ
materially from those projected or suggested in any forward-looking statements
are contained in the Company's filings with the Securities and Exchange
Commission, including those factors discussed under the caption "Risk Factors"
in the Company's Annual Report on Form 10-K/A (file No. 000-21379) filed on
April 3, 2000.
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******************CONFERENCE CALL INFORMATION******************
WHEN: Today, August 8 at 10:30 am ET
DOMESTIC & CANADA CALL-IN: 800-711-5301
INTERNATIONAL CALL-IN: 785-832-0201
CONFERENCE CALL CODE: PR379
CALL WILL ALSO BE BROADCAST LIVE, LISTEN ONLY, VIA THE WEB AT:
http://www.vcall.com
Replays will be available for one week at 888-566-0167 or 402-530-9312
and for 90 days at http://www.vcall.com
*******************************************************************
For additional information, visit the Company's Web site at
http://www.cubist.com or http://www.noonanrusso.com.
Cubist Pharmaceuticals, Inc. Noonan/Russo Communications
Jennifer LaVin Chris Morrison - media
Senior Director, Corporate Communications
(617) 576-4258 (212) 696-4455 ext. 230
[email protected] [email protected]
SOURCE Cubist Pharmaceuticals, Inc.
Web site: http://www.cubist.com
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Archive: http://photoarchive.ap.org PRN Photo Desk, 888-776-6555
or 201-369-3467
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or fax, 800-758-5804, ext.119304
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07/17/2000
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