Vernalis completes the acquisition of Cita NeuroPharmaceuticals Inc
14 December 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES , CANADA , AUSTRALIA OR JAPAN
Vernalis plc (LSE: VER, NASDAQ: VNLS) ("Vernalis" or the "Company") announces that it has completed the acquisition of the privately held Canadian company, Cita NeuroPharmaceuticals Inc. ("Cita").
In consideration for Vernalis acquiring the entire issued share capital of Cita, Vernalis has today issued as initial consideration 26,915,831 new Vernalis Ordinary Shares. Of these shares, 2,630,847 Ordinary Shares have been issued to certain Cita shareholders and the remaining 24,284,984 Ordinary Shares have been placed by Piper Jaffray pursuant to a Vendor Placing, which also completed today, to realise cash proceeds payable to certain Cita shareholders of £15.3 million (before expenses).
As a result of the acquisition of Cita (including the Vendor Placing) and a Placing and Open Offer by the Company, which also completed today, the enlarged issued share capital of Vernalis is 311,463,549 Ordinary Shares.
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Enquiries:
Vernalis
plc +44
(0) 118 977 3133
Simon Sturge, Chief Executive
Tony Weir, Chief Financial Officer
Julia Wilson, Head of Corporate Communications
Brunswick Group +44
(0) 20 7404 5959
Jon Coles
Wendel Verbeek
Notes for Editors:
About Vernalis
Vernalis is a specialty pharmaceutical company primarily focused on drugs for the treatment of neurology and central nervous system disorders. The company has two marketed products, frovatriptan and Apokyn®, and five products in clinical development. Vernalis has collaborations with leading, global pharmaceutical companies including Novartis, Biogen Idec and Serono and is establishing a North American commercial operation to promote Apokyn® and co-promote frovatriptan alongside its North American licensing partner, Endo Pharmaceuticals, propelling the company towards its goal of becoming a sustainable, self-funding, R&D-driven, specialty pharmaceutical company primarily focused on drugs for the treatment of neurology and central nervous system disorders. For further information about Vernalis, please visit www.vernalis.com
About Cita NeuroPharmaceuticals Inc.
Cita is a privately owned, neuropharmaceutical company based and incorporated in the province of Ontario , Canada , focused on the development and commercialization of small molecule drug candidates. Cita's current clinical drug portfolio primarily consists of drugs for Parkinson's disease (CNP1512 expected to enter Phase III clinical trials in H2 2006) and neuropathic pain (CNP3381 expected to enter Phase II clinical trials in H1 2006). For further information about Cita, please visit www.citaneuro.com
Safe Harbour statement: this announcement may contain forward-looking statements that reflect the Group's current expectations regarding future events, including the clinical development and regulatory clearance of the Group's products and including that of frovatriptan for menstrually related migraine, the Group's ability to find partners for the development and commercialisation of its products, the benefits of reacquiring the rights to frovatriptan in North America and the partnership with Endo Pharmaceuticals Inc. on the Group's liquidity and results of operations, as well as the Group's future capital raising activities. Forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein and depend on a number of factors, including the success of the Group's research strategies, the applicability of the discoveries made therein, the successful and timely completion of clinical studies, including with respect to frovatriptan and the Group's other products, the uncertainties related to the regulatory process, the ability of the Group to identify and agree beneficial terms with suitable partners for the commercialisation and/or development of frovatriptan and other products, as well as the achievement of expected synergies from such transactions, the acceptance of frovatriptan and other products by consumers and medical professionals, the successful integration of completed mergers and acquisitions and achievement of expected synergies from such transactions, the ability of the Group to identify and consummate suitable strategic and business combination transactions.
