PRINCETON, N.J., Mar 11, 2008 (BUSINESS WIRE) -- Cytogen Corporation (NASDAQ: CYTO) today announced that it has
entered into a definitive merger agreement with EUSA Pharma Inc.,
pursuant to which all outstanding shares of the Company will be
converted into $0.62 per share in cash, which represents a premium of
approximately 35% over the closing price of $0.46 on March 10, 2008.
EUSA Pharma is a transatlantic specialty pharmaceutical company
focused on oncology, pain control and critical care.
On November 5, 2007, Cytogen announced it would begin reviewing
strategic alternatives to enhance the future growth potential of the
Company's pipeline and maximize shareholder value. In connection with
this decision, Cytogen's Board of Directors formed a special committee
of independent directors to consider the Company's options.
Since November 5, 2007, the Special Committee, advised by
independent financial and legal advisors, has engaged in a
comprehensive and thorough review of strategic alternatives available
to Cytogen, which included additional financings, licensing
agreements, sale of assets and the sale of the Company. On March 10,
2008, after receiving a fairness opinion, the Board of Directors of
Cytogen approved the merger agreement and recommend that Cytogen's
stockholders vote in favor of the merger agreement.
Closing of the merger is conditioned on, among other things, the
receipt of approval by holders of a majority of the outstanding shares
of Cytogen's common stock, and the parties entrance into a sublicense
agreement for the European and Asian rights to the Company's Caphosol
product. It is also subject to certain regulatory review and other
customary closing conditions. The transaction is expected to close in
the second quarter of 2008. Upon closing of the merger, EUSA Pharma
intends to apply to delist all of Cytogen's issued shares from the
NASDAQ Stock Market.
ThinkEquity Partners, LLC acted as financial advisor to Cytogen,
Morgan, Lewis & Bockius, LLP acted as legal advisor to Cytogen and
Janney Montgomery Scott LLC provided a fairness opinion to the Board
of Directors of Cytogen. Ferghana Partners acted as financial advisor
to EUSA and McCarter & English, LLP acted as legal advisor to EUSA.
James A. Grigsby, non-Executive Chairman of the Board of Cytogen
and member of the Special Committee, said: "We are pleased with the
terms of the agreement with EUSA Pharma. This was a thorough process,
and we believe this transaction is in the best interests of our
stockholders."
About Cytogen
Cytogen is a specialty pharmaceutical company dedicated to
advancing the treatment and care of patients by building, developing,
and commercializing a portfolio of oncology products. The company's
specialized sales force currently markets two therapeutic products and
one diagnostic product to the U.S. oncology market. CAPHOSOL(R) is an
advanced electrolyte solution for the treatment of oral mucositis and
dry mouth that is approved in the U.S. as a prescription medical
device. QUADRAMET(R) (samarium Sm-153 lexidronam injection) is
approved for the treatment of pain in patients whose cancer has spread
to the bone. PROSTASCINT(R) (capromab pendetide) is a PSMA-targeting
monoclonal antibody-based agent to image the extent and spread of
prostate cancer. Cytogen's product-focused strategy centers on
attaining sustainable growth through clinical, commercial, and
strategic initiatives. For additional information, please visit
Cytogen's website at http://www.cytogen.com. Cytogen's website is not
part of this press release.
About EUSA Pharma
EUSA Pharma is a rapidly growing transatlantic specialty
pharmaceutical company focused on in-licensing, developing and
marketing late-stage oncology, pain control and critical care
products. The company currently has six products on the market,
including the antibiotic surgical implant Collatamp(R) G, Erwinase(R)
and Kidrolase(R) for the treatment of acute lymphoblastic leukemia,
and Rapydan(R), a rapid-onset anesthetic patch which recently received
Europe-wide approval. EUSA also has several products in late-stage
development.
Founded in 2006, EUSA Pharma is supported by a consortium of
leading life science capital investors, comprising TVM Capital, Essex
Woodlands, 3i, Goldman Sachs, Advent Venture Partners, SV Life
Sciences, NeoMed and NovaQuest. EUSA Pharma plans to continue its
aggressive program of acquisitions and in-licensing within its
specialist areas of medical and geographic focus, in line with its
ambitious target to create a rapidly growing $1 billion company by the
beginning of the next decade.
Important Additional Information Will be Filed with the SEC
Cytogen plans to file with the SEC a proxy statement in connection
with the transaction. Cytogen stockholders are urged to read the proxy
statement and other relevant materials when they become available
because they will contain important information about Cytogen, EUSA
and the proposed transaction. The final proxy statement will be mailed
to stockholders of Cytogen. In addition to the documents described
above, Cytogen files annual, quarterly and current reports, proxy
statements and other information with the SEC. The proxy statement and
other relevant materials (when they become available), and any other
documents filed with the SEC by Cytogen, are available without charge
at the SEC's website at http://www.sec.gov, or at Cytogen's website at
http://www.cytogen.com.
Participants in Solicitation
Neither Cytogen nor EUSA is currently engaged in a solicitation of
proxies from the stockholders of Cytogen in connection with the
proposed transaction. If a proxy solicitation commences, Cytogen, EUSA
and their respective directors and officers and other members of
management may be deemed to be participants in such solicitation.
Information regarding Cytogen directors and executive officers is
available in its Annual Report on Form 10-K for the year ended
December 31, 2006, and its proxy statement, dated April 30, 2007, for
its 2007 annual meeting of shareholders, which are filed with the SEC.
Additional information regarding the interests of such potential
participants will be included in the proxy statement and other
relevant documents to be filed with the SEC in connection with the
proposed transaction.
This press release contains certain "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of
1995 and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical facts,
included in this press release regarding Cytogen's strategy, future
operations, financial position, future revenues, projected costs,
prospects, plans and objectives of management are forward-looking
statements. Such forward-looking statements involve a number of risks
and uncertainties and investors are cautioned not to put any undue
reliance on any forward-looking statement. There are a number of
important factors that could cause Cytogen's results to differ
materially from those indicated by such forward-looking statements. In
particular, the proposed merger between Cytogen and EUSA Pharma, Inc.
is subject to a variety of closing conditions which may or may not be
achieved and which may or may not be in the control of Cytogen.
Additionally, Cytogen's business is subject to a number of significant
risks, which include, but are not limited to the inability to satisfy
the conditions of the merger transaction, many of which are beyond
Cytogen's control, as well as the risks and uncertainties described in
Cytogen's SEC filings, including its Annual Report on Form 10-K and
its most recent Quarterly Report on Form 10-Q. This press release
should be read in conjunction with Cytogen's periodic filings with the
SEC. All information in this press release, including the
forward-looking statements contained herein, is made only as of the
date of this press release and except as required by law, Cytogen
undertakes no obligation to publicly update any forward-looking
statement in this press release.
SOURCE: Cytogen Corporation
Investors:
Cytogen Corporation
Kevin Bratton, 609-750-8205
or
The Trout Group
Brian Korb, 646-378-2923