As per the terms of the agreement, SuperGen will acquire all of the outstanding shares of Astex, paying Astex security holders $25m in cash, plus shares in SuperGen common stock representing 35% of the total post closing shares outstanding.
Subsequently, SuperGen will pay deferred consideration in the amount of $30m in either stock or cash, at the discretion of the combined entity, over a period of 30 months.
Additionally, SuperGen will assume all of the currently outstanding stock options of Astex.
The transaction is expected to close in July 2011, subject to satisfaction of customary closing conditions.
Following the closing of the transaction the combined entity will be named as Astex Pharmaceuticals.
The combined company’s clinical pipeline will include seven drugs in development – four of which are currently in or entering into Phase II clinical trials and three of which are currently partnered with large pharmaceutical companies.
SuperGen president and CEO James Manuso said with this stockholder approval, they have taken a concrete step towards closing a transaction that they believe will create an oncology discovery and development company.