Cardiome To Acquire U.S. Pharma Company.Business Editors VANCOUVER, British Columbia--(BUSINESS WIRE)--Dec. 21, 2001 Cardiome Pharma Corp. (the "Company") announced today that it has entered into an agreement to acquire Paralex, Inc., subject to certain conditions and approvals. The acquisition has the unanimous support of the Board of Directors of both Cardiome and Paralex. Paralex is a privately held New York based company containing, among other assets, certain intellectual property rights licensed from The Johns Hopkins University Johns Hopkins University, mainly at Baltimore, Md. Johns Hopkins in 1867 had a group of his associates incorporated as the trustees of a university and a hospital, endowing each with $3.5 million. Daniel C. relating to cardiovascular applications of xanthine oxidase inhibitors. In addition, Paralex has an option to acquire a Phase III drug candidate with a non-cardiovascular indication. Pursuant to the agreement, Cardiome will acquire all of the outstanding shares of Paralex in exchange for approximately 33,300,000 Cardiome shares. The transaction is subject to shareholder and regulatory approvals, and other conditions including completion of a concurrent financing for Cardiome. The Board of Directors of Cardiome has engaged BMO Nesbitt Burns Please help [ rewrite this article] from a neutral point of view. Mark blatant advertising for , using . to provide a fairness opinion on the transaction. "This is a very attractive acquisition for Cardiome as it adds significantly to our core expertise in drugs used to treat heart disease," said Bob Rieder, Cardiome's President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . "Paralex has a drug candidate that is ready for Phase II development in congestive heart failure congestive heart failure, inability of the heart to expel sufficient blood to keep pace with the metabolic demands of the body. In the healthy individual the heart can tolerate large increases of workload for a considerable length of time. , one of the largest market opportunities in the cardiovascular area. Combined with our current Phase II antiarrhythmic antiarrhythmic /an·ti·ar·rhyth·mic/ (-ah-rith´mik) 1. preventing or alleviating cardiac arrhythmias. 2. an agent that so acts. an·ti·ar·rhyth·mic adj. program, this acquisition moves Cardiome to the next level of the Company's growth with a strong and diversified portfolio." The Paralex technology is based on patents originally filed by Dr. Eduardo Marban, a globally recognised expert in cardiology and cardiac cell function. He is a Professor of Medicine and Physiology at Johns Hopkins. "Upon closing the transaction, Dr. Marban will be joining Cardiome's scientific advisory board," said Dr. Alan Ezrin, Cardiome's Chief Scientific Officer. Congestive heart failure is a condition under which the heart gradually loses its ability to pump sufficient blood throughout the body. It is a common disease whose incidence and severity increase with age, and is a significant cause of death in the developed world. CHF CHF In currencies, this is the abbreviation for the Swiss Franc. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. is also an important risk factor for serious disorders of the cardiac beat, and is associated with a 6 to 9 fold increase in the risk of sudden cardiac death Sudden Cardiac Death Definition Sudden cardiac death (SCD) is an unexpected death due to heart problems, which occurs within one hour from the start of any cardiac-related symptoms. SCD is sometimes called cardiac arrest. . The condition also significantly reduces the quality of life in those who suffer from the disease. Approximately 4.7 million persons in the U.S. suffer from CHF, while the developed world total is estimated at approximately 11 million. Although some of the existing drugs used to treat CHF can provide a short-term increase in the heart's ability to pump blood, they do so at the cost of exacerbating the underlying disease. Such drugs increase contractile energy at the expense of increasing the heart's utilization of oxygen and energy. Xanthine oxidase inhibitors promise to improve myocardial myocardial /myo·car·di·al/ (-kahr´de-al) pertaining to the muscular tissue of the heart. myocardial pertaining to the muscular tissue of the heart (the myocardium). work efficiency by sensitising cardiac muscle cells to calcium ions, which are a key determinant of cardiac muscle function. These calcium-sensitized cardiac cells contract more efficiently without the same increase in oxygen demand. The strong safety record of the xanthine oxidase inhibitors, which have been used clinically for decades for the management of gout, suggests that clinical development can proceed rapidly. Such drugs have been used by thousands of patients in this way. "The primary driver for this transaction is the attractiveness of the Paralex CHF drug development program," continued Dr. Ezrin. "The Paralex drug candidate is expected to be safe as it has been given to many individuals without adverse side effects. It is expected to be effective in treating CHF on the basis of the extensive animal and human patient data that are already available. Finally, it offers a novel approach to treating a patient group that urgently needs additional therapeutic alternatives." About Cardiome Pharma Corp Cardiome Pharma Corp. is a product-focused cardiac drug discovery and development company. The Company's mission is to prevent and treat heart disease. In order to achieve this mission, the Company currently has four drug programs in the cardiac area, including the just-acquired Paralex program. The Paralex program is focused on congestive heart failure and is ready for Phase II development. RSD RSD Reflex sympathetic dystrophy, see there 1235, intended for the acute treatment of atrial fibrillation, is currently being tested by the Company in a Phase II clinical trial Noun 1. phase II clinical trial - a clinical trial on more persons than in phase I; intended to evaluate the efficacy of a treatment for the condition it is intended to treat; possible side effects are monitored phase II . RSD1122, intended for chronic treatment of atrial and ventricular arrhythmia, is in pre-clinical development with AstraZeneca, one of the world's largest pharmaceutical companies. The Company's Kv1.5 antiarrhythmic program, focused on the chronic treatment of atrial fibrillation, is also in the pre-clinical phase at Cardiome. The Company's facilities are on the grounds of the University of British Columbia Locations Vancouver The Vancouver campus is located at Point Grey, a twenty-minute drive from downtown Vancouver. It is near several beaches and has views of the North Shore mountains. The 7. in Vancouver. Cardiome is traded on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. (COM) and the NASD NASD See: National Association of Securities Dealers NASD See National Association of Securities Dealers (NASD). BB market (COMTF). Conference call A conference call will be held on Dec. 24, 2001, at 11:00 a.m. (EST EST electroshock therapy. EST abbr. electroshock therapy ), in which Mr. Bob Rieder and Dr. Alan Ezrin of Cardiome will review the details of the transaction. Interested parties may access the conference call over the web by connecting through Cardiome's website www.cardiome.com. The conference can also be accessed by phone by dialing 1-800-478-9326 and 416-695-5801. The call can be accessed through the BCE Emergis website at www.enewsservices.com/en/webcast/. For the seven days following the conference call, a telephone replay will be available by dialing (416) 695-5800 or (800) 408-3053, passcode 1008816. For optimum performance on the web, please ensure your system is equipped with Windows Media Player Digital jukebox software for Windows from Microsoft that plays a variety of audio, video and streaming formats including MP3, WMA, CD audio and MIDI. Starting with Version 6.2 in 1999, the Windows Media Rights Manager was added for securing copyrighted content. . Free downloads are available on the BCE Emergis website. Forward-Looking Statement Disclaimer The foregoing news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such statements. Such factors include, among others, those described in the Company's annual report on Form 20-F. The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. ON BEHALF OF THE BOARD Robert Rieder President & Chief Executive Officer |
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