Altamira Therapeutics Ltd (CYTO)

[surf1944]

Cytogen Announces Definitive Merger Agreement with EUSA PHARMA for $0.62 per Share in Cash EUSA has the cash and it should trade up to .62, at least it didn't go the way of a R/M, it would have been worthless then>>>http://www.eusapharma.com/index.html
Tuesday March 11, 7:00 am ET

PRINCETON, N.J.--(BUSINESS WIRE)--Cytogen Corporation (NASDAQ: CYTO - News) today announced that it has entered into a definitive merger agreement with EUSA Pharma Inc., pursuant to which all outstanding shares of the Company will be converted into $0.62 per share in cash, which represents a premium of approximately 35% over the closing price of $0.46 on March 10, 2008. EUSA Pharma is a transatlantic specialty pharmaceutical company focused on oncology, pain control and critical care.

On November 5, 2007, Cytogen announced it would begin reviewing strategic alternatives to enhance the future growth potential of the Company’s pipeline and maximize shareholder value. In connection with this decision, Cytogen’s Board of Directors formed a special committee of independent directors to consider the Company's options.

Since November 5, 2007, the Special Committee, advised by independent financial and legal advisors, has engaged in a comprehensive and thorough review of strategic alternatives available to Cytogen, which included additional financings, licensing agreements, sale of assets and the sale of the Company. On March 10, 2008, after receiving a fairness opinion, the Board of Directors of Cytogen approved the merger agreement and recommend that Cytogen's stockholders vote in favor of the merger agreement.

Closing of the merger is conditioned on, among other things, the receipt of approval by holders of a majority of the outstanding shares of Cytogen’s common stock, and the parties entrance into a sublicense agreement for the European and Asian rights to the Company’s Caphosol product. It is also subject to certain regulatory review and other customary closing conditions. The transaction is expected to close in the second quarter of 2008. Upon closing of the merger, EUSA Pharma intends to apply to delist all of Cytogen’s issued shares from the NASDAQ Stock Market.

ThinkEquity Partners, LLC acted as financial advisor to Cytogen, Morgan, Lewis & Bockius, LLP acted as legal advisor to Cytogen and Janney Montgomery Scott LLC provided a fairness opinion to the Board of Directors of Cytogen. Ferghana Partners acted as financial advisor to EUSA and McCarter & English, LLP acted as legal advisor to EUSA.

James A. Grigsby, non-Executive Chairman of the Board of Cytogen and member of the Special Committee, said: "We are pleased with the terms of the agreement with EUSA Pharma. This was a thorough process, and we believe this transaction is in the best interests of our stockholders."

About Cytogen

Cytogen is a specialty pharmaceutical company dedicated to advancing the treatment and care of patients by building, developing, and commercializing a portfolio of oncology products. The company’s specialized sales force currently markets two therapeutic products and one diagnostic product to the U.S. oncology market. CAPHOSOL(R) is an advanced electrolyte solution for the treatment of oral mucositis and dry mouth that is approved in the U.S. as a prescription medical device. QUADRAMET(R) (samarium Sm-153 lexidronam injection) is approved for the treatment of pain in patients whose cancer has spread to the bone. PROSTASCINT(R) (capromab pendetide) is a PSMA-targeting monoclonal antibody-based agent to image the extent and spread of prostate cancer. Cytogen’s product-focused strategy centers on attaining sustainable growth through clinical, commercial, and strategic initiatives. For additional information, please visit Cytogen’s website at http://www.cytogen.com. Cytogen’s website is not part of this press release.

About EUSA Pharma

EUSA Pharma is a rapidly growing transatlantic specialty pharmaceutical company focused on in-licensing, developing and marketing late-stage oncology, pain control and critical care products. The company currently has six products on the market, including the antibiotic surgical implant Collatamp® G, Erwinase® and Kidrolase® for the treatment of acute lymphoblastic leukemia, and Rapydan®, a rapid-onset anesthetic patch which recently received Europe-wide approval. EUSA also has several products in late-stage development.

Founded in 2006, EUSA Pharma is supported by a consortium of leading life science capital investors, comprising TVM Capital, Essex Woodlands, 3i, Goldman Sachs, Advent Venture Partners, SV Life Sciences, NeoMed and NovaQuest. EUSA Pharma plans to continue its aggressive program of acquisitions and in-licensing within its specialist areas of medical and geographic focus, in line with its ambitious target to create a rapidly growing $1 billion company by the beginning of the next decade.