Athena Neurosciences Inc. and Genica Pharmaceuticals Corp. to merge.SOUTH SAN FRANCISCO South San Francisco, city (1990 pop. 54,312), San Mateo co., W Calif.; inc. 1908. South San Francisco has several industrial parks; its manufactures include medical supplies and equipment, foods, paint, paper products, consumer goods, and clothing. , Calif.--(BUSINESS WIRE)--Dec. 19, 1994--Athena Neurosciences Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ATHN) announced Monday that it had signed a definitive agreement to acquire Genica Pharmaceuticals Corp., a privately-held biotechnology company located in Worcester, Mass. Genica specializes in the development and marketing, through its own reference laboratory, of tests for the diagnosis of neurological diseases. In the proposed transaction, Athena will acquire all outstanding shares of Genica capital stock through the merger of a newly formed subsidiary of Athena into Genica. Genica, which Athena plans to rename Re`name´ v. t. 1. To give a new name to. Verb 1. rename - assign a new name to; "Many streets in the former East Germany were renamed in 1990" Athena Neurosciences Diagnostics Inc., will remain headquartered in Massachusetts and operate as a wholly-owned subsidiary of Athena Neurosciences Inc. Stockholders and outstanding option and warrant holders of Genica will receive, in total, up to 3,450,000 shares of Athena common stock. It is anticipated that the acquisition will be accounted for using the pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. method. Consummation of the acquisition is subject to a number of conditions, including the approval by the stockholders of Genica and other customary closing conditions. If these conditions are met, Athena expects that the transaction will be finalized before the end of January 1995. Athena intends that, subject to SEC approval, registration statements covering the sale or resale of 2,000,000 of these shares will become effective within six months of the expected closing date (i.e., in July 1995), with the remainder becoming effective in April 1996. Genica, founded in 1989 by Nigel Fleming, Ph.D., focuses on providing a range of reference laboratory diagnostic tests to neurologists. In 1994, Genica's second consecutive year of profitability, its revenues are expected to reach approximately $8 million. Jack Davis Jack Davis may refer to:
Commenting on the proposed transaction, Flaherty said, "Given that both companies focus on serving the needs of neurologists and their patients, I believe this merger will significantly augment each company's individual competitive advantages in the marketplace. "Genica has a strong diagnostic presence in the neurology neurology (n  rŏl`əjē, ny–), study of the morphology, physiology, and pathology of the human nervous system. community. Together, our two companies can offer neurologists a range of diagnostic services diagnostic services,n.pl the imaging and laboratory capabilities available for determining the cause of an illness. and therapeutic products to benefit their patients." Flaherty will report to Athena Neurosciences Inc.'s president and chief executive officer, John Groom, who said, "We believe the consolidation of Athena's and Genica's activities offers significant operational and strategic benefits. The additional selling power of Athena's 42-representative sales force will enable the value of Genica's diagnostic services to be more broadly communicated to office- and hospital-based neurologists. "Where appropriate, we also envisage Genica's 11-representative sales force assisting the marketing efforts of Athena's therapeutic product range. We also see important long-term strategic benefits in the linkage of diagnostic testing Diagnostic testing Testing performed to determine if someone is affected with a particular disease. Mentioned in: Von Willebrand Disease to more precisely select appropriate therapeutic intervention." Groom concluded, "In the short term, both companies have potentially important tests in development that may aid the diagnosis of Alzheimer's disease Alzheimer's disease (ăls`hī'mərz, ôls–), degenerative disease of nerve cells in the cerebral cortex that leads to atrophy of the brain and senile dementia. (AD)." Genica recently announced the acquisition of certain license rights to any eye test developed by Dr. Huntington Potter of Harvard University Harvard University, mainly at Cambridge, Mass., including Harvard College, the oldest American college. Harvard College Harvard College, originally for men, was founded in 1636 with a grant from the General Court of the Massachusetts Bay Colony. that, in preliminary studies, appears to be useful in the diagnosis of AD. Athena also has several AD diagnostic tests in development. Athena and its collaborators recently completed a clinical research study that tested levels of tau and a form of the beta-amyloid peptide in the cerebral spinal fluid spinal fluid n. See cerebrospinal fluid. of 120 AD patients and relevant controls. The results demonstrated high levels of specificity (over ninety percent) in detecting the presence or absence of AD in more than fifty percent of the tested patients with dementia. In 1993, Athena also acquired worldwide, exclusive option rights to technology discovered by Dr. Allen Roses of Duke University, which demonstrates that certain combinations of the apolipoprotein E apolipoprotein E A 34-kD cholesterol-binding glycoprotein, which comprises 15% of VLDL; apoE maps to chromosome 19, is secreted by macrophages that mediate the uptake of lipoproteins–VLDL, HDL, LDL and cholesterol esters into cells via distinct binding 4 (ApoE4) allele allele (əlēl`): see genetics. allele Any one of two or more alternative forms of a gene that may occur alternatively at a given site on a chromosome. are significant risk factors for contracting AD. Dr. Roses' work has now been confirmed in many supporting studies. Genica currently offers a blood test for ApoE allele typing. Diagnosis of AD is usually undertaken by excluding other possible reasons for dementia and reaching a probable diagnosis, which can only be confirmed by invasive brain biopsy Brain Biopsy Definition A brain biopsy is the removal of a small piece of brain tissue for the diagnosis of abnormalities of the brain, such as Alzheimer's disease, tumors, infection, or inflammation. or at autopsy. Athena and Genica envision the eventual emergence of a panel of their tests that will aid neurologists to diagnose the presence or absence of AD more cost-effectively and definitively. Athena Neurosciences Inc. was founded in 1986 to discover, develop and market products to be used primarily by neurologists for the treatment and diagnosis of neurological diseases and disorders. Genica Pharmaceuticals Corp. is a biotechnology company engaged in the development of diagnostic and therapeutic products for neurological diseases and disorders. CONTACT: Athena Neurosciences Inc., South San Francisco Michael D. Coffee, 415/877-7650 |
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