Montigen's assets include its research and development team, a proprietary drug discovery technology platform and optimization process, CLIMB™, and late-stage pre-clinical compounds targeting aurora-A kinase and members of the tyrosine kinase receptor family.
One of the Montigen compounds is expected to be the subject of a pre-IND meeting later this year.
Pursuant to the terms of the agreement, SuperGen will pay the Montigen stockholders a total of $18.0 million upon the closing of the transaction, consisting of $9.0 million in cash and $9.0 million in shares of SuperGen common stock.
SuperGen will pay the Montigen stockholders an additional $22.0 million in shares of SuperGen common stock, contingent upon achievement of specific regulatory milestones.
Completion of the acquisition will be subject to approval by the Montigen stockholders, customary closing conditions, and the issuance of a permit from the Commissioner of Corporations for the State of California so that the issuance of the shares of SuperGen common stock will be exempt from registration under the Securities Act of 1933. The proposed transaction is expected to close in March 2006.
"The acquisition of Montigen is an exciting new chapter for SuperGen as we continue to expand our position in the oncology and hematology markets," said James S. Manuso, Ph.D., SuperGen's President and Chief Executive Officer.
"Montigen's capabilities in rapid targeted drug discovery and optimization are expected to generate multiple pre-clinical development candidates for selection into clinical testing."
"We believe this acquisition will add force to our internal pre-clinical development efforts and will complement our ongoing in-licensing efforts focused on later stage compounds."
"These combined resources should create value for our stockholders by expanding the depth of our product pipeline, maximizing the utility of our core competency in clinical development and expanding opportunities for future commercialization."
"Montigen is very pleased to become part of SuperGen," stated Dr. David J. Bearss, Founder and Chief Scientific Officer.
"Our common goal is to rapidly discover and develop novel, targeted products for cancer patients."
"This transaction provides Montigen with access to the resources and infrastructure that will enable us to accelerate our research productivity and maximize the value of our existing and future drugs in development."
At the close of the transaction Dr. Bearss will join the SuperGen management team as Vice President, Chief Scientist, along with his 12-person research and development team.
Montigen's existing facilities in Salt Lake City, Utah will be taken over by SuperGen.