A Diagnostics & Imaging Week Staff Report
Compugen (Tel Aviv, Israel) said it has received about $3.6 million from the private sale of 1 million Evogene (Rehovot, Israel) shares to a single buyer. The company plans to use the funds from this deal for general corporate purposes through mid 2010. After this sale, the company continues to hold 1,150,000 Evogene shares.
Evogene was established as an independent company in 2002 to utilize certain of Compugen's in silico predictive discovery capabilities in the agricultural field. Evogene securities are listed for trading on the Tel Aviv Stock Exchange.
"The accelerating validation of the power and potential for computational prediction and selection in life science product discovery by both Compugen and Evogene is very impressive," said Martin Gerstel, Compugen's Co-CEO. "Of course, the path from computational prediction to experimental validation in the target organism is much quicker when dealing with agricultural crops than with humans. However, Compugen has now reached the stage where it is demonstrating, in a growing number of areas of key unmet medical needs, positive results for initial product candidates in animal disease models and other in vivo validation studies. As previously reported, based on this proof of our unique and broad discovery capabilities, we have recently begun discussions with a number of major pharmaceutical and biotech companies regarding various forms of strategic arrangements. As we move forward with these discussions, the funds generated through this sale of a portion of our Evogene holdings provides us with the cash required to fully support our operations through mid next year, even in the absence of any other sources of cash, and without any dilution to Compugen's shareholders."
In other dealmaking activity:
• JAG Media Holdings (Boca Raton, Florida) reported a further update of the status of its acquisition of CardioGenics by its subsidiary CardioGenics ExchangeCo. (Mississauga, Ontario). The closing date for the acquisition has been rescheduled to a date on or before July 17, to allow the parties sufficient time to attend to the remaining closing matters, such as the completion of the required pro forma financials for the transaction, the Current Report on Form 8-K for the transaction that will be filed on or about the closing, and certain other documents and matters required to be completed prior to the closing.
JAG is a provider of Internet-based equities research and financial information that offers its subscribers a variety of stock market research, news and analysis.
CardioGenics develops technology and products targeting the immunoassay segment of the in vitro diagnostic testing market.
• Zila (Scottsdale, Arizona) reported that it has entered into a definitive merger agreement with Tolmar Holding (Fort Collins, Colorado) a privately held, pharmaceutical research, development, manufacturing and commercial operations company.
Under terms of the agreement, Tolmar will acquire all of the outstanding shares of Zila for a cash purchase price of $0.38 a share, representing a premium of about 18% over the closing price of Zila's shares on June 24.
Total consideration to be paid by Tolmar includes the purchase of Zila's existing $12 million senior secured convertible debt at a discount.
The proposed merger transaction is subject to customary closing conditions, including approval by Zila's stockholders, but is not subject to any financing contingency.
David Bethune, Zila's chairman/CEO, said, "We are fortunate to have entered into this merger agreement with Tolmar, given Zila's current financial condition and our inability to access the financial markets. The board of directors conducted a substantial and exhaustive review of Zila's available alternatives before concluding that this transaction was fair to and in the best interest of the company and its stockholders."
He added, "I am gratified that we have found a way to both satisfy our debt obligations and provide value for our shareholders. This merger will provide the resources and platform for Zila's dedicated employees to realize the true worldwide potential of Zila's oral cancer screening and periodontal products."
Zila's board approved the merger agreement and resolved to recommend that Zila's stockholders vote in favor of completing the proposed merger. The company will hold a special meeting of its stockholders as soon as practicable, and the parties anticipate that the proposed merger will close in late August.
Upon the completion of the proposed merger, Zila will no longer be a publicly traded company.