Roche
signs definitive agreement to acquire Memory Pharmaceuticals
Roche
(SWX:ROG) and Memory Pharmaceuticals (Nasdaq: MEMY) today announced that
the two companies
have signed a definitive merger agreement for Roche to acquire all the
outstanding shares of Memory Pharmaceuticals
in an
all-cash transaction
for an aggregate price of approximately USD 50
million.
Memory
Pharmaceuticals develops innovative drug candidates for the treatment of
debilitating central nervous system (CNS) disorders such as Alzheimer's disease
and schizophrenia. Memory Pharmaceuticals’ nicotinic alpha-7 agonist drug
candidates in these disease areas are already in partnered programmes with
Roche: R3487/MEM 3454 is in phase II clinical trials for Alzheimer’s disease and
schizophrenia; R4996/MEM 63908 is in phase I for Alzheimer’s
disease.
“Acquiring
Memory Pharmaceuticals will enable Roche to secure the future development of its
promising nicotinic alpha-7 agonists,” said William Burns, CEO Division Roche
Pharmaceuticals. “The innovative work carried out by the scientists at Memory
Pharmaceuticals will be fully integrated into Roche’s R&D portfolio with the
aim of providing new hope for patients and caregivers affected by devastating
diseases such as Alzheimer’s.”
Jonathan
Fleming, Chairman of the Board of Directors of Memory Pharmaceuticals said:
“Since founding Memory Pharmaceuticals in 1998, we have focused on developing
medicines that could make a real difference to the lives of CNS patients. I am
proud of the progress our dedicated team has made and I am confident that
Roche’s capabilities and experience in the CNS field will enable our research to
realise its full potential.”
Terms
of the agreement
Under the
terms of the merger agreement, Roche will commence a tender offer to acquire all
of the outstanding shares of Memory common stock at a price of $0.61 per share
in cash. This price represents a 319% premium to the closing price on 24
November 2008. The closing of the tender
F.
Hoffmann-La Roche AG
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offer will
be subject to the tender of a number of shares that, together with the shares
owned by Roche, represent a majority of the total number of outstanding shares
(assuming the exercise of all exercisable options and warrants having an
exercise price per share less than or equal to the tender offer price) and other
customary conditions. Following completion of the tender offer, Roche will
acquire all remaining shares through a second step merger. Directors, officers
and stockholders holding approximately 29.5% of the outstanding shares have
agreed to tender their shares and otherwise support the transaction. Additional
information regarding the transaction will be set out in the offer to purchase
and other disclosure documents to be provided to stockholders in connection with
the transaction.
About
Memory Pharmaceuticals
Memory
Pharmaceuticals Corp., a biopharmaceutical company, is focused on developing
innovative drugs for the treatment of debilitating CNS disorders, many of which
exhibit significant impairment of memory and other cognitive functions,
including Alzheimer's disease and schizophrenia. For additional information,
please visit www.memorypharma.com.
About
Roche
Headquartered
in Basel, Switzerland, Roche is one of the world’s leading research-focused
healthcare groups in the fields of pharmaceuticals and diagnostics. As the
world’s biggest biotech company and an innovator of products and services for
the early detection, prevention, diagnosis and treatment of diseases, the Group
contributes on a broad range of fronts to improving people’s health and quality
of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer
and transplantation, and is a market leader in virology. It is also active in
other major therapeutic areas such as autoimmune diseases, inflammatory and
metabolic disorders and diseases of the central nervous system. In 2007 sales by
the Pharmaceuticals Division totalled 36.8 billion Swiss francs, and the
Diagnostics Division posted sales of 9.3 billion Swiss francs. Roche has R&D
agreements and strategic alliances with numerous partners, including majority
ownership interests in Genentech and Chugai, and invested over 8 billion Swiss
francs in R&D in 2007. Worldwide, the Group employs about 80,000 people.
Additional information is available on the Internet at
www.roche.com
.
Cautionary
Note Regarding Forward-Looking Statements
Some of
the statements contained in this press release are forward-looking statements,
including statements regarding the expected consummation of the acquisition,
which involves a number of risks and uncertainties including the satisfaction of
closing conditions for the acquisition such as regulatory approval for the
transaction, the tender of a majority of the outstanding shares of common stock
of Memory Pharmaceuticals and the possibility that the transaction will not be
completed. These statements are based on our current expectations,
assumptions, estimates and projections about our business and our industry, and
involve known and unknown risks, uncertainties and other factors that may cause
our or our industry’s results, levels of activity, performance or achievements
to be materially different from any future statements. We generally
identify these statements by words or phrases such as “believe,” “anticipate,”
“expect,” “intend,” “plan,” “will,” “may,” “should,” “estimate,” “predict,”
“potential,” “continue,” or the negative of such terms or other similar
expressions. If underlying assumptions prove inaccurate or unknown
risks or uncertainties materialize, actual results and the timing of events may
differ materially from the results discussed in the forward-looking statements,
and you should not place undue reliance on these statements. The
information contained in this press release is as of November 25, 2008. We
disclaim any intent or obligation to update any forward-looking statements as a
result of developments occurring after the period covered by this report or
otherwise.
Important
Additional Information
The tender offer for the outstanding
common stock of Memory Pharmaceuticals has not yet commenced. The
foregoing is neither an offer to purchase nor a solicitation of an offer to sell
securities. At the time the tender offer is commenced, Roche will
file a tender offer statement on Schedule TO with the SEC, and Memory
Pharmaceuticals will file a solicitation/recommendation statement on Schedule
14D-9 with respect to the offer. The tender offer statement
(including an offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will contain important
information that should be read carefully by the Memory Pharmaceutical’s
stockholders before any decision is made with respect to the tender
offer. A free copy of the tender offer statement and the
solicitation/recommendation statement will be made available to all stockholders
of Memory Pharmaceuticals at www.memorypharma.com
or by contacting Memory
at 100 Philips Parkway, Montvale,
New Jersey 07645, 201-802-7100. In addition, the tender offer
statement and the solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC’s website:
www.sec.gov.
All
trademarks used or mentioned are protected by law.
Roche
Group Media Office
Phone: +41
61 688 8888/E-mail:
basel.mediaoffice@roche.com
- Daniel
Piller (Head)
-
Alexander Klauser
- Martina
Rupp
- Claudia
Schmitt
- Elina
Ammala
Memory Pharmaceuticals
Contact:
Jzaneen
Lalani
General
Counsel
+1
(201) 802-7249