Pharming Announces Acquisition Of DNage B.V.
Transaction provides access to new technology and new markets for its products.
Leiden, The Netherlands, March 24, 2006. Biotech company Pharming Group N.V. (“Pharming” or “the Company”) (Euronext: PHARM) (PHARM.AS) announced today that it has signed a Heads of Agreement to acquire the outstanding share capital of DNage B.V. (“DNage”), a privately held company based in Rotterdam, The Netherlands, focused on discovery and development of products for ageing diseases and cancer.
DNage was founded in 2004 as a spin-off from the Erasmus Medical Center (“ErasmusMC”) in Rotterdam to commercialise break-through science by Professor Hoeijmakers and colleagues in the area of DNA damage and repair. This team was the first to establish an explicit connection between DNA repair and the development of major ageing diseases, such as osteoporosis and neurodegeneration, in addition to the already known link between DNA-repair and cancer. DNage currently has active programs in the areas of osteoporosis, neurodegeneration (brain diseases), metabolic diseases (type II diabetes) and genetic diseases (premature ageing). Its first product for Cockayne disease, a rare genetic disease in which children suffer from accelerated ageing while developing severe ageing diseases, is in late stage preclinical development.
The transaction is expected to be completed by the end of May 2006, pending finalization of due diligence and corporate approvals. Pharming will pay four million shares in several instalments to the existing DNage shareholders in addition to 600,000 warrants, future milestone payments, based on DNage-product development achievements, and royalties on future sales of DNage-products.
A combination of Pharming with DNage will generate important synergies. For instance, there is scientific evidence that lactoferrin, one of Pharming’s current products undergoing regulatory review, may have a beneficial effect in the field of osteoporosis. In the area of immunology, where deterioration of the immune system is a major age related problem, there is strong clinical evidence that Pharming’s lead product, a C1 inhibitor, plays an important role. In addition, there will be synergies in the area of business development and management expertise.
“The acquisition of DNage will provide Pharming with access to highly innovative products and a technology platform for new markets in the areas of ageing and cancer,” said Dr. Francis Pinto, Chief Executive Officer of Pharming. “The combination of the world-class technology developed by Professor Hoeijmakers and our recombinant human protein products will provide Pharming with new opportunities in the area of tissue repair and regeneration.”
Dr. Rein Strijker, Chief Executive Officer of DNage, commented: “The scientific work of Professor Hoeijmakers and his team has given us novel insights into the relationship between ageing and common, serious and disabling medical conditions. These insights provide a solid foundation for a rich pipeline of truly novel products. The acquisition by Pharming allows for an expanded and accelerated program to bring these products to market. The integration of the DNage-business into Pharming will generate significant benefits for both the Pharming and DNage shareholders. I believe that the DNage business will contribute greatly to the value of Pharming, through the obvious synergies as well as through the identification of new product leads in important markets. Our business plan calls for the start of clinical studies next year, the identification of new product leads, the signing of collaborations with corporate partners and the application for several grants and subsidies. In all these valuable areas, we are optimistic about our chances of success.”
Pharming remains committed to bringing its current products to the market through focused efforts in the shortest time possible. At the same time, the Company will continue to build on its research efforts creating a sustainable portfolio of products and technologies addressing markets with unmet needs. Pharming expects the acquisition of DNage to trigger additional business development opportunities including new partnerships as well as grants and subsidies.
DNage’s current shareholders include the ErasmusMC in Rotterdam, venture capital funds represented by Life Sciences Partners (NL), who were part of the founding team, and Inventages (CH) and founders and management. The company has an exclusive research and license agreement with ErasmusMC under which it supports research activities in ErasmusMC and holds an exclusive license to Intellectual Property developed by ErasmusMC in the field. DNage employs five people in the area of research and development and has active development collaborations with other specialized companies aimed at completing preclinical development of its first product.
The Management Board of DNage is composed of Dr. Rein Strijker, Chief Executive Officer, and Prof. Hoeijmakers, Chief Science Officer. Upon closing of the transaction, Dr. Strijker, currently also member of the Board of Supervisory Directors (”BOSD”) of Pharming, will be nominated as member of the Board of Management of Pharming and will resign from the BOSD. Prof. Hoeijmakers will remain professor at the Erasmus Medical Center and will be nominated as chairman of the Scientific Advisory Board of Pharming.
Background on DNage B.V.
DNage B.V. is a biopharmaceutical company founded in 2004 as a spin off from the Department of Genetics of the Erasmus Medical Center Rotterdam. The company was funded through an equity investment of an international syndicate of venture capitalists consisting of Life Sciences Partners (NL) and Inventages (CH). The company’s main scientific founder Professor J. Hoeijmakers is a world-renowned scientist working on DNA repair and genome stability. His team was the first to establish an explicit connection between DNA damage (lack of repair) and the process of ageing, a scientific breakthrough. DNage has acquired exclusive access to this technology and now focuses on developing therapies to reduce the effects of ageing, leverageing the unique technologies developed by its founders. Additional information is available on the DNage website http://www.dnage.nl.
Background on Pharming Group N.V.
Pharming Group N.V. is developing innovative protein products for unmet needs. The Company’s products include potential treatments for genetic disorders, specialty products for surgical indications, intermediates for various applications and food products. Pharming has two products in late stage development - recombinant human C1 inhibitor for hereditary angioedema (Phase III) and recombinant human lactoferrin for food use. The advanced technologies of the Company include innovative platforms for the production of protein therapeutics, as well as technology and processes for the purification and formulation of these products. Additional information is available on the Pharming website, http://www.pharming.com.
This press release contains forward looking statements that involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from the results, performance or achievements expressed or implied by these forward looking statements. The press release also appears in Dutch. In the event of any inconsistency, the English version will prevail over the Dutch version.
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