6:55AM CuraGen to be acquired by Celldex Therapeutics in a tax-free stock-for-stock transaction, which values CuraGen at approximately $94.5 mln (CRGN) 1.25 : Celldex Therapeutics (CLDX) announces it has entered into a definitive agreement to acquire CRGN. Celldex will acquire CuraGen in a tax-free stock-for-stock transaction, which values CuraGen at approximately $94.5 mln, subject to certain adjustments described within the definitive agreement. The purchase price payable in this transaction is subject to certain adjustments described within the definitive agreement, including a collar of between 32.5% and 58% of Celldex's outstanding common stock. The transaction, which is subject to the receipt of CuraGen and Celldex stockholder approvals and other customary closing conditions, is expected to be completed in the third quarter of 2009. CuraGen is expected to deliver $68.6 mln in cash, net of acquisition-related costs, including transaction fees and severance payments and a closing balance sheet adjustment. At the close of the transaction, Celldex will assume $14.1 mln of CuraGen's 4% convertible debt due in February 2011, resulting in an expected $54.5 mln of net cash. The Boards of Directors of each of Celldex and CuraGen have approved the transaction and unanimously recommended that their stockholders approve the transaction.
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