NEW YORK--(BUSINESS WIRE)--Jan. 24, 2005--ImClone Systems
Incorporated (NASDAQ: IMCL) announced today that it has reached
agreements in principle to settle the previously disclosed
consolidated securities class action and consolidated shareholder
derivative action, both of which are pending in the U.S. District
Court for the Southern District of New York. ImClone Systems expects
to recognize a one-time charge related to the settlements of
approximately $55.4 million against fourth quarter 2004 earnings. This
charge is net of insurance reimbursement and the net amount received
by the Company in the settlement of the derivative action.
The consolidated class action, Irvine v. ImClone Systems
Incorporated, arose from a number of lawsuits originally filed in
early 2002. The plaintiffs asserted claims under the federal
securities laws against the Company and certain of its former and
current directors and officers. The consolidated derivative action, In
re ImClone Systems Inc. Shareholder Derivative Litigation, also arose
from lawsuits that originally were filed in early 2002.
Both settlements are subject to negotiation of definitive
settlement documents and preliminary and final court approvals
following notices to shareholders and members of the class.
Terms of the Settlements
Under the agreement in principle to settle the Irvine class
action, all claims asserted against the Company and the other named
defendants in that action will be dismissed with prejudice with no
admission or finding of wrongdoing on the part of any defendant. The
principal terms of the Irvine settlement provide for an aggregate cash
payment to class members of $75 million, a portion of which will be
paid by the Company's insurance carriers.
The agreement in principle to settle the derivative action
contemplates a cash payment to the Company by the insurance carriers
of $8.75 million, which the Company would contribute toward the
settlement of the class action after deducting Court-awarded
attorney's fees and expenses for plaintiffs' counsel in that action,
which the Company has agreed not to oppose in an aggregate amount up
to $875,000. As a term of the settlement, the Company's Board of
Directors will also amend the charter of its Research Oversight
Committee to specifically provide that the committee would meet
regularly with the officer responsible for the Company's dealings with
the FDA. The claims against all defendants would be dismissed with
prejudice but the Company would retain the right to continue to pursue
certain claims against its former chief executive officer, Samuel D.
Waksal.
About ImClone Systems Incorporated
ImClone Systems Incorporated is committed to advancing oncology
care by developing and commercializing a portfolio of targeted
biologic treatments designed to address the medical needs of patients
with a variety of cancers. The Company's three programs include growth
factor blockers, angiogenesis inhibitors and cancer vaccines. ImClone
Systems' strategy is to become a fully integrated biopharmaceutical
company, taking its development programs from the research stage to
the market. ImClone Systems' headquarters and research operations are
located in New York City, with additional administration and
manufacturing facilities in Branchburg, New Jersey.
Certain matters discussed in this news release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and the Federal securities
laws. Although the company believes that the expectations reflected in
such forward-looking statements are based upon reasonable assumptions
it can give no assurance that its expectations will be achieved.
Forward-looking information is subject to certain risks, trends and
uncertainties that could cause actual results to differ materially
from those projected. Many of these factors are beyond the company's
ability to control or predict. Important factors that may cause actual
results to differ materially and could impact the company and the
statements contained in this news release can be found in the
company's filings with the Securities and Exchange Commission
including quarterly reports on Form 10-Q, current reports on Form 8-K
and annual reports on Form 10-K. For forward-looking statements in
this news release, the company claims the protection of the safe
harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. The company assumes no
obligation to update or supplement any forward-looking statements
whether as a result of new information, future events or otherwise.
CONTACT: ImClone Systems Incorporated
Investors:
Andrea F. Rabney
646-638-5058
Stefania Bethlen
646-638-5058
or
Media:
David M. F. Pitts
646-638-5058
SOURCE: ImClone Systems Incorporated