Entelos, Inc. has announced that it has entered into an agreement to acquire Iconix Biosciences, Inc. (Iconix), a privately held predictive toxicology company, in an all-share transaction. The expected effective date of the acquisition is 31 August 2007.
“We believe the combination of our predictive efficacy models with Iconix’s toxicology expertise can create a new paradigm for discovering and developing drugs,” commented James Karis, President and CEO of Entelos, Inc.
“Drug failures are often due to efficacy or toxicity issues, and while Entelos’ predictive disease models address efficacy, Iconix’s toxicology databases help to address toxicities. In addition, Entelos’ recently announced collaboration with the FDA to build a model of drug-induced human liver injury to identify patients at risk for developing hepatotoxicity and the addition of Iconix will expand our capability for drug safety assessment.”
Highlights of the acquisition:
• Entelos is to acquire Iconix Biosciences Inc., a provider of toxicology data and services.
• Initial consideration of up to $14.1 million (to be adjusted for net working capital) will be satisfied by the issue of up to 12,776,658 Entelos shares based upon an Entelos share price of 55 pence. The closing price on 29 August 2007, being the latest practicable date prior to this announcement, was 32.5 pence and based on this closing price, the initial consideration for Iconix is valued at up to $8.3 million.
• If certain financial milestones are achieved by Iconix one year after the acquisition, a maximum earn out payment of $25.0 million will be satisfied by the issue of Entelos shares, which will be based on a 10-day closing price for the prior period.
• Iconix’s predictive toxicology capability combined with Entelos’ predictive in silico disease models will address the pharmaceutical industry’s two biggest issues around failures: safety and efficacy.
• Iconix’s DrugMatrix system has been installed at the U.S. Food and Drug Administration (FDA) for use by the Center for Drug Evaluation and Research (CDER) to evaluate voluntarily genomic data submissions. In addition, Iconix is a member of the Predictive Safety Testing Consortium, which is developing data and processes to support the regulatory use of new safety biomarkers.
• This acquisition of Iconix, as well as Entelos’ collaboration with the FDA to develop a predictive model of drug-induced human liver injury, expands the combined companies’ reach into safety assessment.
• Iconix’s technology will also add significant new capabilities for translational medicine and for finding new uses for existing drugs and drug combinations.