Celgene Corporation
Apr 27, 2015
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Celgene to Acquire Quanticel Pharmaceuticals

Celgene Committed to Expanding Sustainable Pipeline of Life-Enhancing Medical Innovation to Benefit Cancer Patients

Celgene Expects Acquisition to be Neutral to Adjusted Diluted Earnings in 2015

SUMMIT, N.J. & SAN DIEGO--(BUSINESS WIRE)-- Celgene Corporation (NASDAQ:CELG) and Quanticel Pharmaceuticals, Inc., a privately held biotechnology company focused on cancer drug discovery, today announced a definitive share purchase agreement under which Celgene Corporation will acquire Quanticel. Through the agreement, Celgene will have full access to Quanticel's proprietary platform for the single-cell genomic analysis of human cancer, as well as Quanticel's lead programs that target specific epigenetic modifiers to advance Celgene's pipeline of innovative cancer therapies.

The acquisition culminates a 2011 strategic alliance between Celgene and Quanticel. Over the course of the three-and-a-half year alliance, Quanticel industrialized its single-cell platform for analysis of tumor cellular content and applied it to novel target discovery and the generation of high-quality drug candidates. Multiple drug candidates from Quanticel are expected to enter the clinic in early 2016.

"This acquisition brings into Celgene a highly productive, innovative organization deploying a unique platform of high strategic value" said Tom Daniel, M.D., President of Research and Early Development for Celgene Corporation. "More than acquiring the great team, the novel technology, and the drug candidates, the deal validates an innovative approach to building organizational capabilities."

"Celgene made clear from the start that they valued both our technology and our team, and this resulted in an extremely collaborative and productive partnership over the past three years," said Steve Kaldor, Ph.D., chief executive officer at Quanticel. "We look forward to supporting the continued maturation of our pipeline and platform as a part of the Celgene organization."

"Culmination of this innovative strategic alliance between Celgene and Quanticel demonstrates the ability of corporate partners to successfully collaborate and advance the discovery of new therapies," said Brad Bolzon, managing director of Versant Ventures, an investor in Quanticel.

The acquisition is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Under the agreement terms, Celgene will acquire Quanticel for an upfront payment of $100 million in cash. Up to an additional $385 million in contingent payments may be achieved upon research, development, and regulatory advances related to Quanticel's research and development platform. The acquisition of Quanticel Pharmaceuticals, Inc. is expected to be accounted for as a purchase transaction and Celgene anticipates that the acquisition will be neutral to 2015 adjusted diluted earnings guidance.

About Celgene

Celgene Corporation, headquartered in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through gene and protein regulation. For more information, please visit www.celgene.com. Follow us on Twitter @Celgene, and on Pinterest and LinkedIn.

About Quanticel Pharmaceuticals

Quanticel Pharmaceuticals is a private drug discovery company committed to creating breakthrough medicines for the treatment of cancer. Quanticel's proprietary platform for the single-cell genomic analysis of human cancer is based on the work of company founders and Stanford professors Stephen Quake and Michael Clarke. Quanticel brings together pioneering academic serial entrepreneurs, proven industry talent who have produced marketed drugs and high value liquidity events, and top-tier Bay Area investor Versant Ventures. For more information, please visit www.quanticel.com.

Forward-Looking Statements

This press release contains forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words "expects," "anticipates," "believes," "intends," "estimates," "plans," "will," "outlook" and similar expressions. Forward-looking statements are based on management's current plans, estimates, assumptions and projections, and speak only as of the date they are made. We undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in Celgene Corporation's Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission.

All registered trademarks are owned by Celgene Corporation.

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Source: Celgene Corporation

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