Under terms of the agreement, unanimously approved by both companies’ boards of directors, TorreyPines stockholders would own approximately 58% of the combined company and Axonyx stockholders would own approximately 42%.
In addition, TorreyPines preferred shareholders will receive warrants to purchase combined company shares that, if fully exercised at closing, would give TorreyPines shareholders approximately 62% of the combined company.
The transaction is subject to Axonyx maintaining certain minimum cash levels, as well as certain other customary conditions, including obtaining approval of each company’s stockholders. The transaction is expected to close during the fourth quarter of this year.
The combined company’s initial focus will be on migraine, chronic pain and Alzheimer’s disease (AD). The combined pipeline at closing will include eight product candidates, with two candidates for pain and six for AD.
The combined pipeline includes phenserine, Axonyx’s lead compound for AD, which is in phase III clinical development. TorreyPines’ lead product candidate for chronic pain, tezampanel, is soon expected to enter into a phase IIb clinical trial for the treatment of migraine.
“This transaction truly brings together all of the necessary ingredients for a successful biopharmaceutical company: a notable pipeline of multiple product opportunities; proven clinical development and discovery capabilities to fuel ongoing product development; and strong financial resources,” said Dr Neil Kurtz, president and CEO of TorreyPines.
Financial terms of the agreement were not disclosed.