SkyePharma Signs Definitive Agreement to Acquire DepoTech.LONDON and SAN DIEGO--(BUSINESS WIRE)--Nov. 2, 1998--SkyePharma PLC (LSE LSE - Language Sensitive Editor :SKP SKP Suomen Kommunistinen Puolue (Communist Party of Finland) SKP Sveriges Kommunistiska Parti (Communist Party of Sweden) SKP Sisemajanduse Koguproduktist (Estonian) )(Nasdaq:SKYEY) and DepoTech Corporation (Nasdaq:DEPO DEPO Delegated Episcopal Pastoral Oversight DEPO Devils Postpile National Monument (US National Park Service) DEPO Defence Export Promotion Organization (Pakistan) DEPO Double Even Pass Odd ) announced today that they have signed a definitive agreement for SkyePharma to acquire DepoTech. The terms of the acquisition are as announced by SkyePharma and DepoTech on October 19th, 1998. SkyePharma will offer approximately 2.7 million of its American Depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. Shares (ADS's) in exchange for shares in DepoTech at the ratio of 1.86 ADS for each 10 shares of DepoTech Common Stock. Based on SkyePharma's closing ADS price on October 30th, and including the investment of $5 million made by SkyePharma as part of a strategic collaboration with DepoTech, the offer would value DepoTech's outstanding share capital at approximately $30.7 million, or the equivalent of $1.76 per DepoTech share. Additional contingent payments would be made by SkyePharma if certain milestones are met by DepoTech. These would be triggered as follows: -- An additional 1.06 ADS for each 10 shares of DepoTech Common Stock if DepoCyt(TM) is launched in the U.S. no later than March 31st, 2000, and -- An additional 0.79 ADS for each 10 shares of DepoTech Common Stock if either of the following events occur before March 31st, 2000: -- A development agreement is signed with a corporate partner for DepoMorphine DepoMorphine™ DepoDur™ Pain management A sustained-release DepoFoam™ formulation of morphine used for acute post-surgical pain (TM), or -- A development agreement is signed with a corporate partner for a macromolecule macromolecule, term that may refer either to a crystal such as a diamond, in which the atoms are identical and held by covalent bonds (see chemical bond) of equal strength, or to one of the units that compose a polymer. using DepoTech's DepoFoam(TM) technology. Assuming a price of $9.50 per ADS, being the closing price on October 30th, 1998, this would result in further consideration of $1.01 and $0.75 per share respectively, giving total contingent payments of up to approximately $25.7 million at this ADS price. The Board of Directors of DepoTech has agreed to recommend the proposed transaction to its shareholders. SkyePharma -- one of the world's leading drug delivery companies -- develops and manufactures advanced drug delivery solutions. Its technologies include oral controlled release and inhalation inhalation /in·ha·la·tion/ (in?hah-la´shun) 1. the drawing of air or other substances into the lungs.inhala´tional 2. the drawing of an aerosolized drug into the lungs with the breath. 3. systems. For company information, visit SkyePharma on the World Wide Web at http:\\www.skyepharma.com DepoTech -- is a drug delivery company dedicated to the development and manufacture of innovative, sustained-release therapeutic products based on DepoFoam technology. Products are being developed to satisfy medical needs in cancer, pain management and other fields. For the year ended December 31st, 1997, DepoTech had losses before tax of $21.4 million and net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. of $38.1 million. More information on DepoTech can be found on the World Wide Web at http:\\www.depotech.com. This press release may contain forward looking statements regarding SkyePharma PLC and DepoTech Corporation. Actual results may differ materially from those described in the press release as a result of a number of factors, including but limited to the following: There can be no assurance that any product in the SkyePharma or DepoTech product pipelines will be successfully developed or manufactured, or that final results of human clinical trials will result in the regulatory approvals required to market products, or that final regulatory approval will be received in a timely manner, if at all, or that patient and physician acceptance of these products will be achieved. The Companies undertake no obligation to revise or update any such forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. to reflect events or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or after the date of this release. For DepoTech additional risk factors include, but are not limited to, uncertainties involved in obtaining regulatory approval for DepoCyt, DepoMorphine or any of the company's potential products in the U.S. and other markets, including timing of approval, if at all, and uncertainties involved in commercialization of DepoCyt, DepoMorphine or any of the company's potential products; corporate partner's ability to terminate collaborative agreements regarding DepoCyt, and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission. The consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the proposed acquisition of DepoTech described in this press release and the terms of such acquisition are subject to among other things, regulatory approval and the approval of the shareholders of DepoTech. SkyePharma will file a registration statement under the U.S. Securities Act relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the shares to be delivered in connection with the acquisition of DepoTech. |
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