GPC Biotech Shareholders Approve Merger into New Agennix AG
GPC Biotech AG announced that the shareholders' meeting approved the adoption of the merger agreement between the Company and diagennix GmbH (to be renamed Agennix AG and converted into a stock corporation). Pursuant to the merger agreement, GPC Biotech, as transferring entity, is to be merged into Agennix AG, as absorbing entity, to which were contributed all the shares of Agennix Incorporated (by its sole shareholder) and a € 15 million cash contribution by dievini Hopp BioTech holding GmbH & Co KG. The merger is expected to close by the end of 2009.
Torsten Hombeck, Ph.D., Chief Financial Officer and Management Board member of GPC Biotech, who will also serve in these roles for Agennix AG, said: "We are very pleased that our shareholders have approved the proposed merger. We are excited to be joining with Agennix to develop talactoferrin, as well as our own clinical stage programs. Talactoferrin is a novel approach to cancer therapy that is currently in Phase 3 clinical development in non-small cell lung cancer, an area of major unmet need and the most frequent cause of cancer death."
According to the terms of the merger agreement, GPC Biotech shareholders will receive one ordinary share of Agennix AG for every five shares they own of GPC Biotech AG, with any remaining fraction to be settled in cash by WestLB, the trustee appointed by the Company. The shares of Agennix AG will be admitted to trading on the Frankfurt Stock Exchange, Prime Standard, as soon as practically possible after the effectiveness of the merger. The share exchange will be settled through the book entry facilities of Clearstream Banking AG, Frankfurt am Main. Shareholders do not need to take any action themselves. Immediately following the closing of the merger, current GPC Biotech shareholders will own approximately 39.4% of Agennix AG. The former shareholders of Agennix Incorporated will own 48%, and the remaining 12.6% is being attributed to the € 15 million cash contribution by dievini Hopp BioTech holding.
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