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Trubion Pharmaceuticals Announces Agreement to be Acquired by Emergent BioSolutions

http://www.prnewswire.com/news-releases/trubion-pharmaceuticals-announces-agreement-to-be-acquired-by-emergent-biosolutions-100566244.html

SEATTLE, Aug. 12 /PRNewswire-FirstCall/ -- Trubion Pharmaceuticals, Inc. (Nasdaq: TRBN) today announced the signing of a definitive merger agreement with Emergent BioSolutions Inc. (NYSE: EBS), in which Emergent has agreed to acquire Trubion. Under the terms of the agreement, each share of Trubion common stock will be converted into the right to receive an upfront payment of $1.365 per share in cash and 0.1641 shares of Emergent BioSolutions common stock. The upfront payment represents a value of $4.55 per share, or approximately $96.8 million, based on Trubion's total common shares outstanding, the net value of dilutive stock options, and the trading average of Emergent BioSolutions common stock for the five days prior to the signing of the definitive agreement. Trubion Pharmaceuticals stockholders will also receive one Contingent Value Right (CVR) per share, which will entitle the holder to receive cash payments based upon achievement of the following predefined milestones:


Milestone Events

Applicable Payments
Initiation of the first Phase 2 clinical study for TRU-016
$1.75 million

Release of TRU-016 manufactured for use in clinical studies
$10.0 million

Initiation of dosing in the first Phase 2 clinical study for a non-CD20 target
$0.75 million

Initiation of the first Phase 3 clinical study in oncology indication for TRU-016
$15.0 million

Initiation of dosing in the first Phase 3 clinical study for the first major indication for CD20 candidate
$6.25 million

Initiation of dosing in the first Phase 3 clinical study for the second major indication for CD20 candidate
$5.0 million


The total potential aggregate value of the CVRs is $38.7 million over a 36-month period, post-closing. The combination of the upfront consideration along with the potential value of the CVRs results in total consideration of up to $135.5 million for Trubion stockholders.
Emergent will maintain research facilities in Seattle upon completion of the acquisition, and the location will become a therapeutics-focused product development site for the combined company.
Steven Gillis, Ph.D., executive chairman of the board of directors and acting president of Trubion, stated, "The acquisition of Trubion by Emergent will accelerate the continued development of our leading products and technologies. We believe the combination of Emergent's strong financial position and expertise in development of biologics with Trubion's innovative SMIP™ and SCORPION™ protein therapeutic product candidates and technologies will provide an efficient and effective development path for these promising products and technologies."
Fuad El-Hibri, chairman of the board of directors and chief executive officer of Emergent BioSolutions, stated, "This acquisition strengthens Emergent's biologics capabilities in two key aspects. First, it diversifies our product pipeline beyond infectious diseases into the two high-growth areas of oncology and autoimmunity. And, second, it broadens our monoclonal antibody therapeutic capabilities. Emergent's stable vaccine franchise, substantial capital resources, and expertise in biologics manufacturing and product development combined with Trubion's world-class therapeutic platform technologies and clinical-stage development programs should translate into significant value over the near and long term."
The transaction has been approved by the Board of Directors of both companies and is subject to customary closing conditions, including the approval of the acquisition by stockholders of Trubion, and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The acquisition of Trubion is expected to close in the fourth quarter of 2010. Wedbush PacGrow Life Sciences is acting as financial advisor, and Bingham McCutchen LLP is acting as legal advisor to Emergent BioSolutions for this transaction. MTS Health Partners L.P. is acting as financial advisor, and Fenwick & West LLP is acting as legal advisor to Trubion.
Trubion Conference Call and Webcast Information
Trubion will host a conference call to discuss the merger agreement on Aug. 12, 2010, at 5 p.m. ET/2 p.m. PT. The conference call will be available by webcast at www.trubion.com, or by calling [phone] or [phone]. An audio replay of the call will be available from 8 p.m. ET Aug. 12, 2010, to midnight Aug. 26, 2010. To access the replay dial [phone] or [phone] and enter 93879103.