1
EXHIBIT 99.1
PRESS RELEASE, DATED MAY 30, 2000
- 5 -
2
For information contact:
Stacey Jurchison
Guilford Pharmaceuticals
410-631-5022
Adam Gridley
Gliatech Inc.
216-831-3200
GUILFORD PHARMACEUTICALS ANNOUNCES DEFINITIVE
MERGER AGREEMENT WITH GLIATECH INC.
Merger Creates Specialty Pharmaceutical Company with
Comprehensive Biopolymer and Neurological Product Pipeline
BALTIMORE, MD AND CLEVELAND, OH -- May 30, 2000 -- Guilford Pharmaceuticals Inc.
(NASDAQ: GLFD) and Gliatech Inc. (NASDAQ: GLIA) today announced that they have
entered into a definitive merger agreement pursuant to which Guilford will
acquire all of the outstanding common stock of Gliatech. The transaction
combines the capabilities of both companies in biopolymer development and the
development of novel drugs for the treatment of central nervous system
disorders. The combined company will have three marketed products and nine
product candidates in clinical development.
"This is an exciting opportunity to combine our strengths and expertise and
create a stronger, product-focused organization with tremendous growth
potential," remarked Craig R. Smith, MD, President and Chief Executive Officer
of Guilford. "The strategic combination of our two companies will allow us to
realize greater competitive advantages, achieve operational synergies and
efficiencies, provide greater access to capital and create greater critical mass
with which to pursue our corporate objectives. Together, we have an excellent
commercial platform with three marketed biopolymer products for the surgical
marketplace and a broad and well-diversified pipeline of product candidates at
every stage of clinical development."
The combined company will consolidate its corporate and research
operations in Baltimore, while maintaining a manufacturing facility in Solon,
Ohio. Dr. Smith will retain his position as President and CEO and Thomas O.
Oesterling, Ph.D., Chairman and CEO of Gliatech, will join the Board of
Directors and the management team and lead strategic planning activities for the
Company.
- 6 -
3
"Our combined portfolio, which includes drug candidates at every stage of
development, offers an exciting array of biopolymer-based products for surgeons
and new potential treatments for neurological diseases," said Dr. Smith.
"Gliatech's product pipeline significantly enhances our focus on biopolymers and
small molecule therapeutics. It also significantly expands our commercial
capacity and creates an important opportunity to increase top-line revenues from
product sales."
"We are delighted to join forces with Guilford in building a first-class
biopharmaceutical company," commented Dr. Oesterling. "It quickly became
apparent as we entered negotiations that the strategic fit was excellent -- both
in terms of corporate structure and technology platform. As a combined entity,
we are in a position to build a strong commercial enterprise with the ability to
increase product-related revenues and nurture a strong development pipeline."
Under the terms of the agreement, each shareholder of Gliatech will receive 1.38
shares of Guilford common stock for each share of Gliatech common stock. The
transaction, which is subject to shareholder and regulatory approval, is
expected to close in the third quarter of 2000. The merger is intended to
qualify as a tax-free reorganization and will be accounted for as pooling of
interests. The Boards of Directors of both companies have approved the merger.
BIOPOLYMER PLATFORM
The combined company's portfolio will include three marketed biopolymer products
and five biopolymer products in various stages of clinical development.
Commercial Platform:
(1) ADCON(R)-L Gel - a polymer gel approved for the inhibition of
post-surgical scarring and adhesions following lumbar spine
surgery. ADCON(R)-L is currently available in the U.S. and 28
international markets and is the only product to receive FDA
market clearance for this use.
(2) GLIADEL(R) Wafer - a site-specific biopolymer-based
chemotherapeutic approved to treat recurrent glioblastoma
multiforme - a common form of malignant brain cancer. Since
its approval by the FDA in 1996, GLIADEL(R) Wafer has received
marketing authorizations in 21 countries.
(3) ADCON(R)-T/N Gel - a polymer gel approved for the inhibition
of post-surgical scarring and adhesions following tendon and
peripheral nerve surgery. ADCON(R)-T/N Gel is currently
available in 28 international markets, excluding the United
States.
- 7 -
4
Development Platform:
(1) GLIADEL(R) Wafer - for first line therapy of glioblastoma
multiforme. A Phase III clinical trial will be completed
this summer.
(2) ADCON(R)-P - a biopolymer liquid to inhibit post-surgical
scarring following pelvic and gynecological surgeries.
ADCON(R)-P is currently in pivotal trials.
(3) ADCON(R)-A - a biopolymer liquid to inhibit post-surgical
scarring following abdominal and colorectal surgeries.
ADCON(R)-A has completed patient enrollment in a pilot study
and is expected to enter pivotal trials this year.
(4) PACLIMER(TM) Microspheres - a proprietary, site-specific
biopolymer formulation of paclitaxel intended for the
treatment of ovarian cancer. PACLIMER(TM) Microspheres is
currently in Phase I clinical development.
(5) ADCON(R)-I (using ADCON(R)-L gel) - to inhibit adhesions
following breast augmentation and reconstructive surgery.
ADCON(R)-I has recently completed enrollment in a pilot
clinical trial.
Neurological Platform
In addition to its biopolymer platform, the combined company will have four
neurological products in various stages of clinical development. Products in the
company's neuroscience development pipeline will include:
(1) PERCEPTIN(TM) - a selective histamine H3 receptor antagonist
being investigated as a novel treatment for attention deficit
hyperactivity disorder. Phase I studies have been completed
and enrollment in a Phase II trial has begun.
(2) Neuroimmunophilin ligands - novel small molecules that are
being investigated for the promotion of nerve growth and
repair. Guilford's development partner, Amgen, has recently
completed Phase I studies with "NIL-A," the lead compound, and
Guilford anticipates that Phase II development for Parkinson's
disease will begin this year.
(3) GPI-15715 - a novel pro-drug of propofol, currently the
world's best selling general anesthetic. GPI-15715 is a water
soluble pro-drug of propofol that may avoid some of the side
effects associated with propofol. GPI-15715 is currently in
late stage preclinical development.
- 8 -
5
(4) GPI-5693 - a small molecule NAALADase inhibitor developed to
treat neuropathic pain associated with diabetic peripheral
neuropathy. Clinical development is scheduled to begin later
this year.
The combined company also has several neurological programs in its research
pipeline. Its PARP and serine racemase programs aim to inhibit cell damage and
death in acute and chronic neurodegenerative disorders including stroke, spinal
cord trauma, Parkinson's disease and inflammation. The combined company is also
developing compounds based on the activity of inflammation-producing glial cells
to slow or inhibit the progression of Alzheimer's disease; H3 agonists for the
treatment of anxiety and insomnia; inhibitors of glycine transporters for
potential treatment in schizophrenia, and a monoclonal antibody that may be
useful in inflammatory diseases.
Corporate partners include Amgen for development of neuroimmunophilin ligands
and Aventis S.A. which markets GLIADEL(R) Wafer.
Prudential Vector Healthcare Group, a unit of Prudential Securities,
Incorporated acted as financial advisor to Guilford, and SG Cowen Securities
Corporation acted as financial advisor to Gliatech.
CONFERENCE CALL NOTICE:
Dr. Craig R. Smith, President and CEO of Guilford, and Dr. Thomas O. Oesterling,
Chairman and CEO of Gliatech, will host a conference call at 10:00 a.m. E.S.T.
today to discuss the proposed business combination. The dial-in number to
participate is (212) 346-0231. For a playback, dial 1-800-633-8284, reservation
number 15359622.
###
Internet addresses: www.guilfordpharm.com
www.gliatech.com
The companies desire to take advantage of the "safe harbor" provision of the
Private Securities Litigation Reform Act of 1995. This press release contains
forward-looking statements that involve risks and uncertainties. The companies
describe certain of these risks and uncertainties in their respective filings
with the Securities and Exchange Commission, including their respective Annual
Reports on Form 10-K (including the section entitled "Risk Factors" contained in
Guilford's Form 10-K), their most recent quarterly reports on Form 10-Q and
their Current Reports on Form 8-K. These risks and uncertainties could cause the
companies' actual results and experience to differ materially from anticipated
results and
- 9 -
6
expectations expressed in these forward-looking statements. In particular,
there can be no assurance that all of the steps necessary to consummate the
merger (including regulatory and shareholder approvals) will occur, that the
contemplated advantages will be achieved upon any consummation of the merger, or
that all of the scientific, regulatory and chemistry, manufacturing and controls
steps necessary for compounds to progress from preclinical to clinical
development or from an earlier to a later stage of clinical development will be
successfully completed. The companies are under no obligation to (and expressly
disclaim any such obligation to) update or alter their forward-looking
statements whether as a result of new information, future events or otherwise.
- 10 -