Cardiome Announces Letter Of Intent To Acquire Artesian Therapeutics

31-Aug-2005

Cardiome Pharma Corp. announced that it has executed a letter of intent ("LOI") to acquire Artesian Therapeutics, Inc., a privately held U.S. biopharmaceutical company. Headquartered in Gaithersburg, Maryland, Artesian was founded in March of 2002 to discover and develop bi-functional small-molecule drugs for the treatment of cardiovascular disease.

Artesian currently has two advanced small molecule discovery programs in the area of congestive heart failure ("CHF"). Artesian's lead program is focused on a series of dual-pharmacophore compounds designed to simultaneously inhibit the cardiac phosphodiesterase enzyme (PDE3), causing inotropic effects, while inhibiting the L-Type Calcium channel to protect against calcium overload. Artesian's second program focuses on a novel strategy to attenuate the deleterious effects of the excessive neurohormonal activation which occurs in congestive heart failure (CHF).

Under the terms of the proposed acquisition, payments to Artesian shareholders are contingent on the achievement of certain pre-defined clinical milestones. The milestone payments will equal, in the aggregate, US$32 million for each of the first two drug candidates from the Artesian programs that reach NDA approval. The first such milestone is due upon initiation of the clinical development of an Artesian drug candidate. Concurrent with closing of the proposed acquisition, Oxford Bioscience Partners, Artesian's largest shareholder, will invest US$7.5 million into Cardiome at a price of approximately US$7.24 per share, a 5% premium over the five day average closing price of the common shares of Cardiome on the NASDAQ Stock Market prior to the execution of the LOI.

The completion of this transaction is subject to a number of conditions, including satisfactory completion of due diligence, final board approval, settling and executing definitive documentation, regulatory approval and customary closing conditions, and is expected to close in October, 2005.

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