Full Press Release Details
AND SIGA TECHNOLOGIES SIGN DEFINITIVE MERGER
TO ESTABLISH PREMIER BIODEFENSE COMPANY
MD and NEW YORK, NY, June 9, 2006
PharmAthene, Inc. and SIGA Technologies, Inc. (NASDAQ: SIGA) announced today
that they have signed a definitive agreement providing for the merger of
PharmAthene and SIGA. The combined company, which will operate under the
"PharmAthene" name, will be a leader in biodefense featuring a substantial
portfolio of procurement-stage biodefense products targeting anthrax, smallpox
and chemical nerve agents, as well as a robust pipeline of therapeutic and
prophylactic drug candidates targeting Category A biowarfare agents and emerging
infectious diseases.
strategic merger with SIGA significantly advances our strategy of building
leading biodefense company with a comprehensive portfolio of medical
countermeasures to meet the urgent needs of our Nation and Allies," said David
P. Wright, President and Chief Executive Officer of PharmAthene. "Combining
PharmAthene's strong development and commercialization capabilities and
procurement-stage biodefense products with SIGA's procurement-stage smallpox
antiviral treatment, ST-246, and exceptional research pipeline, establishes
premier biodefense organization with multiple procurement-stage products with
near-term revenue potential, and a broad research pipeline focused on biodefense
and emerging infectious diseases."
the merger, our biodefense portfolio will include procurement-stage products
targeting three of the top five priorities under Project BioShield," said Mr.
Wright. Included in this portfolio are:
both Valortim and ST-246 have made important clinical progress," continued Mr.
Wright. "Phase I clinical testing of Valortim in healthy volunteers to evaluate
safety and dose response has recently been completed. Detailed results from
study are planned for release
this year. SIGA recently commenced a Phase I study of ST-246 in healthy
volunteers, which is expected to be completed shortly. Preclinical studies
Valortim and ST-246 have previously demonstrated efficacy in animal models. If
the Phase I results support safety in humans, then we expect that Valortim and
ST-246 should be promising candidates for procurement consideration for the
Strategic National Stockpile."
Drapkin, Chairman of the Board of SIGA, commented, "We see this strategic merger
with PharmAthene as a tremendous opportunity for our Company and our
shareholders. PharmAthene brings a management team that is highly experienced
identifying niche markets, developing drugs to address those markets, and
launching successful products that dominate their respective therapeutic
classes. We are confident in their ability to generate tremendous value for
shareholders, while providing the necessary vision and leadership to drive
merger agreement, which has been unanimously approved by the Boards of Directors
of both companies, is subject to shareholder and regulatory approval, the
completion of a financing transaction, and other customary closing conditions,
and is expected to close in the third quarter. David P. Wright, President and
Chief Executive Officer of PharmAthene, will serve as President and Chief
Executive Officer of the combined company. WR Hambrecht + Co and Sutter
Securities Incorporated acted as financial advisors to PharmAthene and SIGA,
communication is being made in respect of the proposed merger transaction
involving SIGA Technologies, Inc. and PharmAthene, Inc. SIGA will promptly
with the SEC a current report on Form 8-K, which will include the merger
agreement and related documents. In addition, SIGA will file a proxy statement
with the SEC in connection with the transaction and mail the final proxy
statement to SIGA shareholders of record at the record date for the special
meeting of the shareholders to be held to provide approvals relating to the
proposed transaction. The proxy statement that SIGA plans to file with the
and mail to its shareholders will contain information about SIGA, PharmAthene,
the proposed merger, and related matters. SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT
INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT
MERGER. In addition to receiving the proxy statement and proxy card by mail,
shareholders will also be able to obtain the proxy statement, as well as other
filings containing information about SIGA, without charge, from the SEC's
website (http://www.sec.gov)
without charge, by contacting Thomas Konatich at SIGA at (212) 672-9100. This
announcement is neither a solicitation of proxy, an offer to purchase, nor
solicitation of an offer to sell shares of SIGA.
its executive officers and directors may be deemed to be participants in the
solicitation of proxies from SIGA's shareholders with respect to the matters
relating to the proposed merger. PharmAthene may also be deemed a participant
such solicitation. Information regarding SIGA's executive officers and directors
is available in SIGA's Annual Report on Form 10-K, for the year ended December
31, 2005. Information regarding any interest that PharmAthene or any of the
executive officers or directors of PharmAthene may have in the transaction
SIGA will be set forth in the proxy statement that SIGA intends to file with
SEC in connection with the matters to be approved in connection with the
proposed merger. Shareholders of SIGA can obtain this information by reading
proxy statement when it becomes available.
a privately-held biotechnology company, was formed to meet the critical needs
the United States by developing biodefense products. PharmAthene is dedicated
the rapid development of important and novel biotherapeutics to address
biological pathogens and chemicals that may be used as weapons of bioterror.
PharmAthene's lead programs include Valortim (being co-developed with Medarex
(NASDAQ:MEDX)) and Protexia. PharmAthene is located in the Chesapeake Innovation
Center in Annapolis, MD, the first technology incubator focused solely on
Homeland Security. PharmAthene has been successful in obtaining U.S. Government
and Venture Capital funding to finance the development of its portfolio
products. For more information on PharmAthene, please visit its website at
SIGA Technologies, Inc.
Technologies is applying viral and bacterial genomics and sophisticated
computational modeling in the design and development of novel products for
prevention and treatment of serious infectious diseases, with an emphasis on
products for biological warfare defense. SIGA's product development
programs emphasize the increasingly serious problem of drug resistant
bacteria. In addition to smallpox, SIGA has antiviral programs targeting
other Category A viral pathogens, including arenaviruses (Lassa Fever Virus,
Junin, Macupo, Guanarito, and Sabia), Lymphocytic choriomeningitis virus (LCMV),
Dengue, the filoviruses, Ebola and Marburg. For more information about
SIGA, please visit SIGA's Web site at www.siga.com.