Ligand and Neurogen Amend Merger Agreement
2009年12月18日 - 2:32AM
ビジネスワイヤ(英語)
Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) and
Neurogen Corporation (NASDAQ: NRGN) announced today they
have amended their merger agreement to increase the merger
consideration payable. In addition to issuing 4.2 million shares of
Ligand common stock (the maximum number allowed by the original
agreement) and four series of contingent value rights, Ligand will
now also pay $600,000 cash to Neurogen stockholders upon closing of
the transaction.
The amendment also removes the right of Neurogen to terminate
the transaction if the indicated value of the 4.2 million shares of
Ligand common stock was less than a defined threshold value.
The Neurogen stockholders meeting called to consider the merger
has been postponed to 10:00 a.m. EST on Wednesday, December 23,
2009 at 45 Northeast Industrial Road, Branford, Connecticut.
Assuming the stockholders vote in favor of the merger, the
transaction is expected to close on December 23, 2009.
About Ligand Pharmaceuticals
Ligand discovers and develops new drugs that address critical
unmet medical needs of patients with muscle wasting, frailty,
hormone-related diseases, osteoporosis, inflammatory diseases,
anemia, asthma, rheumatoid arthritis and psoriasis. Ligand's
proprietary drug discovery and development programs are based on
advanced cell-based assays, gene-expression tools, ultra-high
throughput screening and one of the world's largest combinatorial
chemical libraries. Ligand has strategic alliances with major
pharmaceutical and biotechnology companies, including Bristol-Myers
Squibb, Celgene, Cephalon, GlaxoSmithKline, Merck and Pfizer. With
more than 20 molecules in various stages of development, Ligand
utilizes proprietary technologies for identifying drugs with novel
receptor and enzyme drug targets.
About Neurogen
Based in Branford, Connecticut, Neurogen Corporation is a drug
development company historically focusing on small-molecule drugs
to improve the lives of patients suffering from psychiatric and
neurological disorders with significant unmet medical need.
Neurogen has conducted its drug development independently and, when
advantageous, collaborated with world-class pharmaceutical
companies to access additional resources and expertise.
Forward-Looking Statements
This release contains forward-looking statements that involve
risks and uncertainties. Ligand and Neurogen caution readers that
any forward-looking information is not a guarantee of future
performance and actual results could differ materially from those
contained in the forward-looking information. Words such as
“expect,” “estimate,” “project,” “potential,” and similar
expressions are intended to identify such forward-looking
statements. Such forward-looking statements include, but are not
limited to, the expected timing of closing the merger and other
statements that are not historical facts. Among the important
factors that could cause actual results to differ materially from
those in any forward-looking statements are the risks that Merck
may not advance the VR1 program successfully; the risk that
Neurogen’s real estate or the Aplindore program may not be sold and
that the conditions of the H3 and Merck CVR’s may not be met in
order to produce proceeds for the CVR holders; the anticipated
synergies and benefits from the transaction may not be fully
realized or may take longer to realize than expected; failure of
Neurogen’s stockholders to approve the merger; Ligand or Neurogen
inability to satisfy the conditions of the merger, or that the
merger is otherwise delayed or ultimately not consummated; Neurogen
product candidates may have unexpected adverse side effects or
inadequate therapeutic efficacy; and positive results in clinical
trials may not be sufficient to obtain FDA approval. There can be
no assurance that any product in Ligand’s, Neurogen’s or the
projected combined company’s product pipeline will be successfully
developed or manufactured, that final results of clinical studies
will be supportive of regulatory approvals required to market
licensed products, or that any of the forward-looking information
provided herein will be proven accurate. Additional important
factors that may affect future results are detailed in Ligand’s and
Neurogen’s filings with the Securities and Exchange Commission (the
“SEC”), including each company’s recent filings on Forms 10-K and
10-Q, or in information disclosed in public conference calls, the
date and time of which are released beforehand. Each of Ligand and
Neurogen disclaims any intent or obligation to update these
forward-looking statements beyond the date of this release.
Additional Information and Where to Find It
Ligand has filed with the SEC a Registration Statement on Form
S-4, which includes a proxy statement of Neurogen and other
relevant materials in connection with the proposed transaction. The
proxy statement also constitutes a Ligand prospectus, which has
been mailed to the stockholders of Neurogen. Investors and security
holders of Neurogen are urged to read the proxy statement and the
other relevant materials because they contain important information
about Ligand, Neurogen and the proposed transaction. The proxy
statement and other relevant materials, and any other documents
filed by Ligand or Neurogen with the SEC, may be obtained free of
charge at the SEC’s web site at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed
with the SEC by Ligand by going to the Investor Relations page on
Ligand’s corporate website at www.ligand.com. Investors and
security holders may obtain free copies of the documents filed with
the SEC by Neurogen by going to the Investor Relations page on
Neurogen’s corporate website at www.neurogen.com. Investors and security
holders of Neurogen are urged to read the proxy statement and the
other relevant materials before making any voting or investment
decision with respect to the proposed transaction.
Ligand and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of Neurogen in favor of the proposed transaction.
Information concerning Ligand’s directors and executive officers is
set forth in Ligand’s proxy statement for its 2009 annual meeting
of shareholders, which was filed with the SEC on April 29,
2009, and annual report on Form 10-K filed with the SEC on
March 16, 2009.
Neurogen and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
stockholders of Neurogen in favor of the proposed transaction.
Information about Neurogen’s executive officers and directors and
their ownership of Neurogen common stock is set forth in Neurogen’s
amended annual report on Form 10-K filed with the SEC on
April 30, 2009. Investors and security holders may obtain more
detailed information regarding the direct and indirect interests of
Neurogen and its executive officers and directors in the
acquisition by reading the proxy statement regarding the merger,
which has been filed with the SEC.
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