Corixa boosted by Glaxo takeover deal

GSK will pay $4.40 in cash for each share of Corixa common stock, or common stock equivalent, or approximately $300 million.

Selected Corixa board members and their investment funds, all of which collectively own approximately 11% of the outstanding voting shares of Corixa, have entered into support agreements pledging that they will vote all their shares in favor of the transaction at a stockholders meeting.

As a result of the acquisition, GSK will acquire all scientific and business programs, activities, assets and all related rights of Corixa. Importantly, GSK will acquire Corixa’s manufacturing facility in Hamilton, Montana which produces monophosphoryl lipid A (MPL), a novel adjuvant contained in many of the vaccines in GSK’s pipeline.

Furthermore GSK will no longer incur royalties and other costs under the existing agreements in place between GSK and Corixa nor will GSK incur royalties on future sales of their vaccines containing MPL.

GSK will also acquire all assets related to a candidate prophylactic tuberculosis vaccine and to a portfolio of candidate immunotherapeutic cancer vaccines, being developed by GSK Biologicals and which contain antigens discovered by Corixa. As a result of the acquisition, GSK will no longer be required to pay royalties related to these antigens.

Corixa CEO Steven Gillis said, “GlaxoSmithKline has been a long-term and steadfast partner of Corixa, not only in proprietary vaccine antigen discovery and development, but as the leading customer for our adjuvants and as a co-developer of Bexxar. Acquisition of Corixa by GSK represents a logical step given the importance of MPL in multiple GSK vaccines.”

Closing of this transaction is subject to customary conditions, including Hart-Scott-Rodino clearance and the approval of Corixa stockholders, but is expected to close in the third quarter of 2005.