GYNEX PHARMACEUTICALS AND BIO-TECHNOLOGY GENERAL AGREE TO MERGE
VERNON HILLS, Ill., and NEW YORK, March 10 /PRNewswire/ -- Gynex Pharmaceuticals, Inc. (NASDAQ: GYNX) and Bio-Technology General Corp. (NASDAQ: BTGC) announced today that the two companies have signed a definitive agreement to merge Gynex with a wholly owned subsidiary of Bio-Technology General (BTG). STOCK-SWAP TRANSACTION VALUED AT $48 MILLION Under the agreement, approved by the boards of directors of both companies, BTG will exchange newly issued shares of its common stock in exchange for all outstanding shares of Gynex common stock, at a fixed rate of 0.61 shares of BTG stock for each Gynex share. This ratio is fixed and will not vary regardless of any stock price fluctuations that occur for the two companies in the coming months. Based on the number of Gynex shares outstanding at the time of the merger and the price of $6.00 per share for BTG at the close of market yesterday, the value of this transaction is approximately $48 million. Vector Securities International, Inc. and PaineWebber Incorporated have been retained as financial advisors for Gynex and BTG, respectively, to render fairness opinions to the stockholders of the two companies. The merger is intended to qualify as a tax free reorganization, as permitted by Internal Revenue Code, and a "pooling of interests" for accounting and financial reporting purposes. The merger is subject to approval by stockholders of each company, required regulatory approvals, and other conditions. The two companies expect to finalize the transaction in early summer 1993. Following the merger, Gynex will become a part of BTG and will relocate its operations to the New York metropolitan area. Stephen M. Simens, currently chairman, president and chief executive officer of Gynex, will become a senior vice president and a director of BTG, and Sim Fass, Ph.D., will be president and chief executive officer of the combined companies. COMBINED COMPANY WILL OFFER SHORT AND LONG TERM PHARMACEUTICAL PRODUCTS "The merger of BTG with Gynex represents an important step for BTG and its stockholders. The resulting operation will be significantly stronger because of its combined portfolios of both short and long term pharmaceutical products," stated Sim Fass. "The synergies of our product portfolios are readily apparent, especially in developing products for pediatric growth disorders and AIDS," Fass continued. "Gynex's lead product Oxandrin(TM) (oxandrolone) and human growth hormone both have shown in published literature to be safe and effective in treating various growth disorders. In addition, both drugs currently are being tested to determine their safety and eficacy in reversing the negative effects of HIV wasting syndrome and muscle weakness associated with AIDS. Both products have received Orphan Drug designation for this indication. Longer term prospects may result in an important balance between classical as well as biotechnology-based pharmaceutical products. This will help us to build a dynamic company through the '90s and into the 21st century." GYNEX'S PRODUCTS IN LATE-STAGE DEVELOPMENT Gynex offers BTG an extraordinary opportunity to absorb several products ina?te stages of development. Gynex currently markets Delatestryl(R), an injectable testosterone used to treat delayed puberty in boys and hypogonadism (low testosterone levels), in the U.S. Gynex has two Treatment INDs for Oxandrin allowing it to recover its basic costs while clinical testing and FDA review are underway. Gynex products are in four Phase III and four Phase II trials. Including Gynex's five Orphan Drug designations, BTG now will pursue seven Orphan Drug indications: PRODUCT INDICATION Human Growth Hormone Cancer/AIDS cachexia Oxandrin AIDS cachexia Ethinyl Estradiol Turner syndrome Oxandrin Turner syndrome Oxandrin Constitutional delay of growth and puberty Androtest-SL(R) Delayed puberty Superoxide Dismutase Brochopulmonary dysplasia in neonates MERGER WILL HELP REALIZE POTENTIAL OF GYNEX'S PRODUCTS Commenting on the proposed merger, Gynex President Stephen M. Simes said, "Our conviction is that merging with BTG will provide Gynex and its stockholders with an excellent opportunity to realize the promise of our existing product line. In addition to obvious synergies of human growth hormone and Oxandrin in growth-related indications and cachexia, the two companies believe that Oxandrin's use in the treatment of alcoholic hepatitis and developing a sublingual (under the tongue) testosterone formulation (Androtest-SL(R)) will be enormously valuable. Recently, there has been growing recognition that treating testosterone- deficient males may represent a clinical and commercial opportunity estimated by some at more than $500 million. In addition, Gynex's contraceptive technology so far has been licensed to Bristol-Myers Squibb and Organon and should offer the combined company important additional value. We are excited about the opportunities the merger affords the Gynex stockholders." MULTI-PRODUCT PIPELINE LIMITS RISK, INCREASES CHANCES FOR GROWTH AND SUCCESS "In view of recent market events -- especially those over the past year -- we are more than ever convinced that only a varied pipeline of near as well as long term product opportunities can ensure future success," stated Fass.
"Since BTG's inception, we have worked hard to create a rich multi-product pipeline with substantial clinical and commercial promise. Today, that pipeline includes 13 products. BTG's commercial success does not depend on any single product alone. Conversely, and a critical point only now being appreciated more fully within our industry, we believe that no single product development reversal could at this time seriously jeopardize BTG's projected success."
BTG has received approval to market its human growth hormone in several European countries. BTG's European marketing partner, Ferring, expects initial sales to begin this year. Japanese approval is expected soon, with sales targeted for mid-1993. U.S. approval for human growth hormone is expected in 1994, upon expiration of Eli Lilly's Orphan Drug Status. Several other products in BTG's pipeline are projected to be commercialized within the next one to three years: bovine growth hormone, porcine growth hormone, hyaluronic acid, a psoriasis agent, and hepatitis-B vaccine. BTG has a number of clinical trials targeted to advance these as well as other product indications: a) use of human growth hormone in cancer and AIDS cachexia, b) use of superoxide dismutase in neonates to prevent development of bronchopulmonary dysplasia, and c) pilot clinical trials of a new thrombus imaging agent. "We believe that the company that emerges after the Gynex merger will have an enhanced ability to reach sustainable profitability through the approval of its combined products over the next several years. We do not expect the integration of Gynex will cause any undue strain on our resources or on our ability to achieve BTG's near term goal of reaching profitability. On the contrary, we expect the merger to provide significant enhancement of BTG," said Fass. Gynex Pharmaceuticals, Inc. develops and markets pharmaceutical products for use in endocrinology, urology, metabolism, AIDS and gynecology. Bio-Technology General Corp. is engaged in the research, development and manufacture of genetically engineered products for human and animal healthcare. -0- 3/10/93 /CONTACT: Stephen M. Simes or Bruce N. Barron, both of Gynex, 708-913-1144 or Leah Berkovits of BTG, 212-239-0450/ (GYNX BTGC)
CO: Gynex Pharmaceuticals, Inc.; Bio-Technology General Corp. ST: Illinois IN: MTC SU: TNM
LR -- NY026 -- 8532 03/10/93 10:50 EST
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|Date:||Mar 10, 1993|
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