Under the terms of the agreement, Emergent will acquire substantially all assets of Protein Sciences (PSC), including: FluBlok (trivalent recombinant hemagglutinin vaccine). FluBlok is a Phase III influenza vaccine candidate that, if approved, would be the first recombinant cell culture influenza vaccine.
Under the terms of the asset purchase agreement, the consideration paid by Emergent will include – Up to $28 million in cash and the assumption of PSC liabilities, including trade payables associated with the Phase III clinical trials of FluBlok; A $20 million, 4.75%, five-year note, convertible into Emergent common stock at a conversion price of $12.50 per share; Up to $30 million in future payments based on the achievement of FluBlok commercialization milestones and net sales of FluBlok, and a percentage of net sales of FluBlok.
Emergent intends to retain all of the approximately 50 PSC employees and anticipates continuing production of FluBlok in the Meriden, Connecticut facility. Emergent expects to launch out of this location. In parallel, Emergent is evaluating plans for future large-scale manufacturing of FluBlok and is considering Meriden as a site for the facility.
The closing of this transaction, anticipated by the end of the second quarter 2008, is subject to the approval of the stockholders of PSC, the receipt of regulatory approvals and the satisfaction of certain conditions of closing.