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Mergers and Acquisitions

Date: 2014-01-13

Type of information: Company acquisition

Acquired company: 4-Antibody (Switzerland)

Acquiring company: Agenus (USA)

Amount: $10 million and up to $40 million based on the combined company achieving certain milestones

Terms:

* On February 13, 2014, Agenus, a US biopharmaceutical company developing novel immunotherapeutics, including a portfolio of checkpoint modulators (CPMs), anti-cancer vaccines and adjuvants, has completed the previously announced acquisition of 4-Antibody AG, a private European-based biopharmaceutical company.
The acquisition includes the Retrocyte Display® technology platform which enables rapid discovery and optimization of fully human antibodies against a wide array of molecular targets. For the past three years, 4-Antibody has been applying Retrocyte Display to create therapeutic antibodies to six key checkpoint targets that regulate immune response to cancers and other diseases. The company has multiple preclinical immune CPM programs in development. In this transaction, Agenus acquired all outstanding stock of 4-Antibody for approximately 3.3 million shares of Agenus common stock, plus additional contingent payments, payable in cash or Agenus common stock, that may exceed $40 million based on the combined company achieving certain milestones. Agenus intends to continue 4-Antibody’s operations in Basel, Switzerland and Jena, Germany, and to retain the 4-Antibody management team as part of the combined company. In addition, Shahzad Malik, M.D., General Partner at Advent Venture Partners, 4-Antibody’s largest investor, has been appointed to Agenus’ Board of Directors upon the closing.
* On January 13, 2014, Agenus has entered into a definitive agreement to acquire 4-Antibody AG, a private European-based biopharmaceutical company. Under the terms of the agreement, Agenus has agreed to acquire all of the outstanding stock of 4-Antibody for an initial payment of $10 million in shares of Agenus common stock, plus additional contingent payments, payable in cash or Agenus common stock, that may exceed $40 million based on the combined company achieving certain milestones. The transaction is expected to be completed by the end of February 2014, subject to customary closing conditions.
Agenus intends to maintain 4-Antibody’s current operations in Basel, Switzerland and Jena, Germany, and to retain the 4-Antibody management team as part of the combined company. In addition, Shahzad Malik, M.D., General Partner at Advent Venture Partners, 4-Antibody’s largest investor, will be appointed to Agenus’ Board of Directors upon the closing.

Details:

4-Antibody has a technology platform for the rapid discovery and optimization of fully-human antibodies against a wide array of molecular targets of interest. These targets include checkpoint molecules that regulate immune response to cancers and other diseases. The company has multiple preclinical immune checkpoint antibody programs targeting numerous checkpoint molecules, including GITR and OX40, as well as four additional undisclosed checkpoint programs. These checkpoint programs are being pursued through a strategic collaboration with the Ludwig Institute for Cancer Research andMemorial Sloan-Kettering Cancer Center (MSKCC) in New York.
The company is also in collaboration with leading institutions such as the Ludwig Institute for Cancer Research and MSKCC, and corporate collaborations include Brazil based Recepta Biopharma. The company is in discussions for additional potential corporate partnerships.

Related:

Drug development
Cancer - Oncology

Is general: Yes