Full Press Release Details
FOR IMMEDIATE RELEASE:
PHARMATHENE AND THERACLONE SCIENCES ANNOUNCE
TO CREATE DIVERSIFIED BIOLOGICS COMPANY
GOVERNMENT AND COMMERCIAL MARKETS
Portfolio of Clinical-Stage Therapeutic
Candidates Addressing High-Value Indications
Validated, Proprietary Human Monoclonal
Antibody Discovery Platform
Management to Host Conference Call
Today at 9:00 a.m. ET
ANNAPOLIS, MD and SEATTLE, WA [Date]
- PharmAthene, Inc. (NYSE MKT: PIP) and Theraclone Sciences, Inc., a privately-held monoclonal antibody (mAb) discovery and
development company, announced today the signing of a definitive agreement for the merger of PharmAthene and Theraclone in an all-stock
The combined company will be a fully-integrated
and diversified biologics company with four clinical-stage product candidates targeting high-value commercial and government markets.
The merged company will combine vaccine and human monoclonal antibody expertise with a focus on infectious diseases and oncology,
and will feature a robust discovery pipeline with four pre-clinical programs and multiple discovery candidates, along with three
"A merger with Theraclone will significantly
advance PharmAthene's goal of achieving broader portfolio diversification," said Eric I. Richman, President and Chief
Executive Officer of PharmAthene. "As a company with multiple clinical, pre-clinical and discovery candidates targeting important
indications, the combined company will have the potential to generate substantial value for stockholders through both corporate
collaborations and the development of its own proprietary therapeutic mAbs targeting high-value commercial markets."
Mr. Richman continued, "The combined
company also expects to be able to leverage non-dilutive government funding sources to support ongoing and future product development
efforts, with the possibility to receive a share of revenues from sales of SIGA Technologies' smallpox antiviral, ArestvyrTM.
As a stronger company, with expanded access to non-dilutive funding, we expect to be solidly financed through resolution of the
Clifford J. Stocks, Chief Executive Officer
of Theraclone, who will head the new company, commented, "By combining PharmAthene's strong vaccine and biologics development
capabilities and government contracting experience, with our clinical antibody candidates and novel discovery platform we are establishing
a premier biologics organization with multiple product candidates possessing significant near- and longer-term revenue potential
in high-value commercial markets."
Clinical Stage Product Pipeline
The combined company's clinical stage
product candidates following the merger will include:
Pre-Clinical Product Pipeline
In addition to four clinical-stage product
candidates, the merged company will feature a robust pre-clinical pipeline driven by the proprietary I-STAR memory B-cell
interrogation platform, which facilitates the discovery of human antibodies against novel targets. Presently, Theraclone has an
established collaboration with Pfizer for specific infectious disease and oncology indications for which they have received upfront
payments and research funding and may receive development and commercialization milestones and royalties on product sales in the
future based on successful advancement. Theraclone also has collaboration with Zenyaku Kogyo who licensed the rights of the flu
antibody program for Japan.
Details of the Proposed Merger
The merger has been unanimously approved
by both Boards of Directors and is subject to shareholder and regulatory approval, and other customary closing conditions. Under
the terms of the merger agreement, a wholly-owned subsidiary of PharmAthene will merge into Theraclone in an all-stock transaction.
PharmAthene will issue shares of PharmAthene common stock to Theraclone stockholders such that Theraclone stockholders will own
50% of the combined company.
Clifford J. Stocks, Chief Executive Officer
of Theraclone, is expected to serve as President and Chief Executive Officer of the merged company. Eric I. Richman will serve
as a Director of the combined company's Board. Leerink Swann and Healthios Capital Markets acted as financial advisors to
PharmAthene and Theraclone, respectively.
Conference Call Information
PharmAthene management will host a conference
call to discuss the proposed merger with Theraclone Sciences, Inc. The call is scheduled to begin at 9:00 a.m. Eastern Time on
Thursday, August 1, 2013 and is expected to last approximately 30 minutes. The dial-in number within the United States is 877-474-9503.
The dial-in number for international callers is 857-244-7556. The participant passcode is 91495605.
A replay of the conference call will be
available beginning at approximately 11:00 a.m. Eastern Time on August 1, 2013 until approximately 11:59 p.m. Eastern Time on September
1, 2013. The dial-in number to access the replay from within the United States is 888-286-8010. For international callers,
the dial-in number is 617-801-6888. The participant passcode is 84556202.
The conference call will also be webcast
and can be accessed from the Company's website at www.PharmAthene.com. A link
to the webcast may be found under the Investor Relations section of the website.
Important Additional Information about
This communication is being made in respect
of the proposed merger involving Theraclone Sciences, Inc. and PharmAthene, Inc. PharmAthene will file with the SEC a current report
on Form 8-K, which will include the merger agreement and related documents. In addition, PharmAthene intends to file a registration
statement on Form S-4 with the SEC, which will contain a joint proxy statement/prospectus and other relevant materials, and plans
to file with the SEC other documents regarding the proposed transaction. The final joint proxy statement/prospectus will be sent
to the stockholders of PharmAthene and Theraclone in connection with the special meetings of stockholders to be held to vote on
matters relating to the proposed transaction. The joint proxy statement/prospectus will contain information about PharmAthene,
Theraclone, the proposed merger, and related matters. STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER AND RELATED
MATTERS. In addition to receiving the joint proxy statement/prospectus and proxy card by mail, stockholders will also be able
to obtain the joint proxy statement/prospectus, as well as other filings containing information about PharmAthene, without charge,
from the SEC's website (http://www.sec.gov) or, without charge, by contacting Stacey Jurchison at PharmAthene at (410) 269-2610.
This announcement is neither a solicitation of proxy, an offer to purchase, nor a solicitation of an offer to sell shares of PharmAthene.
Participants in Solicitation
PharmAthene and its executive officers
and directors may be deemed to be participants in the solicitation of proxies from PharmAthene's stockholders with respect
to the matters relating to the proposed merger. Theraclone may also be deemed a participant in such solicitation. Information regarding
PharmAthene's executive officers and directors is available in Amendment No. 1 to PharmAthene's proxy statement on
Schedule 14A, filed with the SEC on May 9, 2013. Information regarding any interest that PharmAthene, Theraclone or any of the
executive officers or directors of PharmAthene or Theraclone may have in the transaction with Theraclone will be set forth in the
joint proxy statement/prospectus that PharmAthene intends to file with the SEC in connection with its shareholder vote on matters
relating to the proposed merger. Stockholders will be able to obtain this information by reading the joint proxy statement/prospectus
when it becomes available.
PharmAthene was formed to meet the critical
needs of the United States and its allies by developing and commercializing medical countermeasures against biological and chemical
threats. PharmAthene's current biodefense portfolio includes the following product candidates:
About Theraclone Sciences
Theraclone Sciences is committed to revolutionizing
the treatment of cancer and serious infectious diseases by harnessing the power of the human immune system. Theraclone's
In-Situ Therapeutic Antibody Rescue (I-STAR ) technology platform identifies rare, naturally evolved (mAbs) from the
blood cells of immunologically relevant human subjects to generate novel, disease-specific antibodies to fight various forms of
cancer and serious infectious diseases. The company's portfolio includes:
unique mAb discovery platform has captured the interest of large Pharma, with the potential to yield multiple collaboration opportunities
for various disease targets. The company has established discovery collaborations with Pfizer, Zenyaku Kogyo and the International