Sonus Pharmaceuticals, Inc. and OncoGenex Technologies Inc. have jointly announced the signing of a definitive agreement to merge the two companies.
The combined company will operate as OncoGenex Pharmaceuticals, Inc. Scott Cormack, OncoGenex' current President and Chief Executive Officer will continue as President and CEO of the company.
As a result of the merger, the combined company will have a strong oncology pipeline addressing distinct unmet needs in the treatment of cancer, including three candidates in various stages of clinical development. Its lead candidate, OGX-011, is being evaluated in five Phase 2 clinical trials, each of which has completed patient enrollment. Interim study results have previously been presented for each of the five clinical trials.
The combined company will have a deep oncology pipeline, with each product candidate having a distinct mechanism of action and representing a unique opportunity for cancer drug development. In addition to OGX-011, the pipeline includes two product candidates in Phase 1, and one additional product candidate that the company anticipates will move into Phase 1 clinical development within 18 months.
Under the terms of the proposed merger, OncoGenex' stock and debenture holders will receive approximately 37 million shares of Sonus common stock and OncoGenex will become a wholly owned subsidiary of Sonus Pharmaceuticals, Inc.
Following the close of the proposed transaction, OncoGenex stockholders will hold 50% of Sonus' outstanding shares of common stock. An additional 25 million shares will be held in escrow and released to OncoGenex' shareholders upon achievement of specific milestones that are intended to demonstrate continued development of OncoGenex' assets and execution of the combined company's business plan.
The proposed transaction received unanimous approval from the Boards of Directors of Sonus and OncoGenex, and is expected to be completed in the third quarter of 2008, subject to regulatory approval, and the approval of Sonus' and OncoGenex' shareholders.