Entelos Finalizes Initial Consideration for Iconix Biosciences, Inc. Acquisition
FOSTER CITY, CA, Nov. 7, 2007 - Entelos, Inc. (LSE: ENTL) announces today that it has finalized the working capital adjustment to the initial purchase consideration for the acquisition of Iconix Biosciences, Inc. ("Iconix"), which closed on 31 August 2007. Entelos had previously announced that the initial consideration would be satisfied by the issue of up to 12,776,658 Entelos shares but the working capital adjustment has reduced this payment to 9,278,771 shares.
Based on the closing price of 32.5 pence for Entelos shares on 31 August 2007 (being the effective date of acquisition), the initial consideration of 9,278,771 shares is valued at approximately $6.1 million and approximately $4.5 million at the closing price of 23.5 pence for Entelos shares on 6 November, the last practicable date prior to this announcement.
The merger agreement also provided for a potential maximum earn out payment of $25 million if certain financial milestones are achieved. A portion of the earn out payment, if any, will become payable on 31 August 2008, the one year anniversary of the effective date of the acquisition, and the remainder of any earn out payment will become payable thereafter based on the achievement of certain other milestones. Such deferred consideration is to be also satisfied in Entelos shares, which will be based on a 10-day average closing price for the period prior to any such earn out payment. In connection with this potential earn out payment the Company issued 7,935,328 Entelos shares into an escrow account on 6 September 2007. Any earn out shares not issued to former Iconix shareholders will be returned to the Company.
All of the shares to be issued in connection with the initial consideration will be subject to a lock up agreement that provides that subject to certain limited exemptions (including with the prior written consent of Entelos) the issued shares will not be disposed of for 12 months following the effective date of the merger of 31 August 2007. Earn out shares, if any, issued on 31 August 2008 will be subject to a six-month lock up from the date of issue.
Accordingly as at the date of this announcement, Entelos current issued share capital comprises 75,442,515 ordinary shares, of which 7,935,328 have been issued into the escrow account referred to above.
For further information please contact:
Entelos, Inc.
Alan Blazei, CFO
Jill Fujisaki, VP Investor Relations
Tel: +1 650 572 5400
Evolution Securities
Bobbie Hilliam, Associate Director
Tel +44 (0) 20 7071 4300
Buchanan Communications
Lisa Baderoon / Mary-Jane Johnson
Tel +44 (0) 20 7466 5000
Notes for Editors
About Entelos
Entelos, Inc. (www.entelos.com) is a US-based life sciences company applying next-generation predictive technologies to revolutionize the way medicines are discovered, developed, and utilized. The Company leverages its proprietary in silico disease models, "virtual patients", and toxicology reference systems to develop safer and more effective drugs and support pharmaceutical R&D and commercialization. In addition to internal drug programs in rheumatoid arthritis and women's health, Entelos provides customized technology and research services to global pharmaceutical and health-care companies in cardiovascular diseases, asthma, obesity, diabetes, hematopoeisis (anemia), cholesterol metabolism, and skin sensitization. The company is also developing a model in oncology and is collaborating with the FDA to build a model of drug-induced liver injury. Entelos offers cost-effective drug development capabilities through its strategic alliance with India-based Jubilant Biosys.
Entelos is a registered trademark of Entelos, Inc. PhysioLab is a
trademark and service mark of Entelos, Inc. All other trademarks
are the property of their registered owners.
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