Transition Therapeutics Inc. Builds on Its CNS Franchise with the Acquisition of NeuroMedix Inc.
Transition Therapeutics Inc. announced that it has signed an agreement to offer to purchase all of the outstanding shares of NeuroMedix Inc, a central nervous system ("CNS") focused biopharmaceutical company. NeuroMedix is developing a series of compounds that have been shown to improve cognitive function in degenerative and injury related animal models. These compounds protect neurons by inhibiting glial cell activation and the production of cytokines such as interleukin-1 and TNF-alpha in the brain. NeuroMedix's lead compound, Minozac, has the key characteristics for a CNS drug as it is a small molecule that is orally bioavailable and crosses the blood-brain-barrier. Minozac has been shown to prevent neuronal dysfunction in animal models of Alzheimer's disease and traumatic brain injury and is expected to enter phase I trials in 2007.
The acquisition will be conducted by means of a tender offer ("Offer") for all the outstanding shares of NeuroMedix. Consideration to be paid by Transition for NeuroMedix will be in the form of Transition common shares and the offer represents a deemed purchase price of approximately $11.1 million. Under the Offer, NeuroMedix common shareholders can receive one common share of Transition for every 5.1429 NeuroMedix common shares tendered. The Offer is subject to a minimum acceptance by the holders of at least 66 2/3% of all the shares of NeuroMedix.
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