The companies plan to combine operations in a stock transaction valued at approximately $8.8 million. As part of the merger, a portion of existing shares of Alteon preferred stock held by Genentech will be converted into Alteon common stock. Genentech will transfer a portion of the preferred stock to HaptoGuard and will cancel its remaining preferred stock position in Alteon.
Genentech will acquire the right of first negotiation for HaptoGuard’s cardiovascular compound, ALT-2074 (formerly BXT-51072), and future royalties on Alteon’s alagebrium.
The merger of the two companies is structured as an acquisition by Alteon. Under the terms of the merger agreement, HaptoGuard shareholders will receive a total of approximately 37.4 million shares of Alteon common stock (from Alteon and Genentech, equaling approximately 31% of total shares outstanding after completion of the merger).
The combined company will have two products in phase II clinical development, namely HaptoGuard’s ALT-2074, which is in development for reduction of mortality in post-myocardial infarction patients with diabetes, and Alteon’s alagebrium chloride (formerly ALT-711), which is being developed for heart failure.