Ad-hoc Notice pursuant to Section 15 of the German Securities Trading Act
GPC Biotech AG enters into Business Combination Agreement with Agennix Incorporated and dievini Hopp BioTech holding GmbH & Co. KG/ Dr. Bernd Seizinger to leave Management Board
1. GPC Biotech AG (Frankfurt Stock Exchange: GPC, NASDAQ: GPCB) and Agennix Incorporated today announced that the two companies have signed a Business Combination Agreement under which they propose to merge their businesses. dievini Hopp BioTech holding GmbH & Co. KG, an investment company of Dietmar Hopp, co-founder of SAP, and one of the largest shareholders of GPC Biotech is also a party to the agreement. In the transaction, GPC Biotech is to merge onto a new German company, which will hold all of the shares of Agennix and a Euro 15 million cash contribution by dievini Hopp BioTech holding. The merger combines GPC Biotech's and Agennix's oncology pipelines, including Agennix's Phase 3 novel oncology therapy, talactoferrin, with the clinical development and financial resources of GPC Biotech and dievini Hopp BioTech holding. The agreement assumes a merger ratio resulting in an economic ownership in the new company as follows: Agennix sharehol ders (approximately 48.0%), GPC Biotech shareholders (approximately 39.3%), and approximately 12.7% being attributed to the cash contribution by dievini Hopp BioTech holding GmbH & Co. KG in the amount of Euro 15 million, which translates into a value of Euro 1.26 per share of GPC Biotech. This ratio is subject to review by an independent, court-appointed merger auditor.
The proposed merger requires the approval of the shareholders' meetings of both GPC Biotech and the new company. GPC Biotech plans to submit the merger to its shareholders for voting at a shareholders' meeting in the first half of 2009. Upon registration of the merger, the new company will be a publicly listed German stock corporation (AG).
In connection with the business combination agreement, GPC Biotech has made a $20 million (approximately Euro 15 million) loan to Agennix in the form of a senior secured convertible promissory note, bearing an interest rate of 12% per annum, to support the funding of clinical development of talactoferrin.
2. Further, GPC Biotech and Dr. Bernd Seizinger agreed that Dr. Seizinger will step down as a member of the management board of GPC Biotech (Chief Executive Officer) after the shareholder meeting that votes on the merger, but no later than June 30, 2009. It is intended that Dr. Seizinger will join the new company as a member of its Supervisory Board.
A search will be conducted for a new Chief Executive Officer for the combined entity. Friedrich von Bohlen, Ph.D., managing director of dievini Hopp BioTech holding, will serve as Interim CEO until a new CEO is appointed.
Martinsried/Munich, 18 February 2009
GPC Biotech AG
The Management Board
End of Ad Hoc Announcement
Conference call scheduled
A conference call will be held on February 18, 2009 at 9:00 AM Eastern time/15:00 CET to which participants may listen via live webcast, accessible through the GPC Biotech Web site at www.gpc-biotech.com or via telephone. Slides accompanying the call will be available on the GPC Biotech Website. A replay will be available on the Web site following the live event. The dial-in numbers for the call are as follows:
Participants from Europe:0049(0) 89 9982 99911
0044(0) 20 7806 1956
Participants from the U.S.:1-718 354 1389
Please dial in 10 minutes before the beginning of the call.
About GPC Biotech
GPC Biotech AG is a publicly traded biopharmaceutical company focused on developing anti-cancer drugs. The Company currently has two programs in clinical development: satraplatin, an oral platinum compound and RGB-286638, a multi-targeted protein kinase inhibitor. GPC Biotech AG is headquartered in Martinsried/Munich (Germany) and has a wholly owned U.S. subsidiary in Princeton, New Jersey. For additional information, please visit GPC Biotech's Web site at www.gpc-biotech.com.
About Agennix
Agennix, Inc. is a private biotechnology company developing a first-in-class molecule with activity in several types of cancer and in other indications with unmet medical needs. This molecule, talactoferrin, is a targeted dendritic cell recruiter and activator with a novel mechanism of action. Agennix has recently initiated Phase 3 development with oral talactoferrin in patients with non-small cell lung cancer. Other clinical trials with talactoferrin are underway or planned. Agennix retains all of the commercial and economic rights to talactoferrin for all indications worldwide. More information about Agennix is available on the Company's web site at www.agennix.com.
This press release contains forward-looking statements, which express the current beliefs and expectations of the management of GPC Biotech.Such statements are based on current expectations and are subject to risks and uncertainties, many of which are beyond our control, that could cause future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially depending on a number of factors, and we caution investors not to place undue reliance on the forward-looking statements contained in this press release. There can be no guarantee that the merger with Agennix will be completed. We direct you to GPC Biotech's Annual Report on Form 20-F for the fiscal year ended December 31, 2007 and other reports filed with the U.S. Securities and Exchange Commission for additional details on the important factors that may affect the future results, performance and achievements of GPC Biotech. Forward-looking statements speak only as of the date on which they are made and GPC Biotech undertakes no obligation to update these forward-looking statements, even if new information becomes available in the future.
For further information, please contact:
For GPC Biotech
GPC Biotech AG
Investor Relations & Corporate Communications
Phone: +49 (0)89 8565-2693
ir@gpc-biotech.com
In the U.S.: Laurie Doyle
Director, Investor Relations & Corporate Communications
Phone: +1 (609) 524-5884 or +1 (609) 524-1025
usinvestors@gpc-biotech.com
Additional media contacts for GPC Biotech for Europe:
MC Services AG
Phone: +49 (0) 89 210 228 0
Raimund Gabriel
raimund.gabriel@mc-services.eu
Hilda Juhasz
hilda.juhasz@mc-services.eu
Additional investor contact for GPC Biotech for Europe:
Trout International LLC
Lauren Rigg, Vice President
Phone: +44 207 936 9325
lrigg@troutgroup.com
For Agennix
Rick Barsky
Chief Executive Officer
Agennix, Inc.
+1 (713) 552-1091
Dr. Atul Varadhachary
President & COO
Agennix, Inc.
+1 (713) 552-1091
Daniel Budwick - Media
BMC Communications Group
+1 (973) 271-6085
For dievini Hopp BioTech holding
Prof. Dr. Christof Hettich
dievini Hopp BioTech holding GmbH & Co KG
RITTERSHAUS Rechtsanwälte
+49 (0) 621 4256 208
Prof. Dr. Friedrich von Bohlen
dievini Hopp BioTech holding GmbH & Co KG
+49 (0) 6202 204 89 45
