Pharmathene, Inc. (f/k/a PIP)

[surf1944]

7:11AM PharmAthene and Theraclone Sciences announce signing of a definitive agreement for the merger of PharmAthene and Theraclone in an all-stock transaction; Theraclone stockholders will own 50% of the combined co (PIP) 1.77 : PharmAthene and Theraclone Sciences, a privately-held monoclonal antibody discovery and development co, announced the signing of a definitive agreement for the merger of PharmAthene and Theraclone in an all-stock transaction. The combined co will be a fully-integrated and diversified biologics co with four clinical-stage product candidates targeting high-value commercial and government markets. The merged co will combine vaccine and human monoclonal antibody expertise with a focus on infectious diseases and oncology, and will feature a robust discovery pipeline with four pre-clinical programs and multiple discovery candidates, along with three partnered products.

The merger has been unanimously approved by both Boards of Directors and is subject to shareholder and regulatory approval, and other customary closing conditions. Under the terms of the merger agreement, a wholly-owned subsidiary of PharmAthene will merge into Theraclone in an all-stock transaction. PharmAthene will issue shares of PharmAthene common stock to Theraclone stockholders such that Theraclone stockholders will own 50% of the combined company. Clifford J. Stocks, Chief Executive Officer of Theraclone, is expected to serve as President and Chief Executive Officer of the merged company.