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8-K - LIVE FILING - Ardea Biosciences, Inc./DE | htm_45237.htm |
Contact: |
John Beck Ardea Biosciences, Inc. (858) 652-6523 jbeck@ardeabio.com |
Ardea Biosciences Earns Milestone from Bayer HealthCare
SAN DIEGO, May 30, 2012 Ardea Biosciences, Inc. (Nasdaq: RDEA) today announced that it has earned a $7.5 million milestone from Bayer HealthCare (Bayer) under the terms of their April 2009 global license agreement to develop and commercialize Ardeas mitogen-activated ERK kinase (MEK) inhibitor compounds for cancer and other indications. The milestone was triggered by the initiation of the Phase 2 part of a previously reported Phase 1/2 clinical study evaluating the investigational agent BAY 86-9766 in combination with gemcitabine for the treatment of advanced pancreatic cancer.
About BAY 86-9766
BAY 86-9766 (RDEA119) is an investigational agent that is not approved by FDA, EMA, or other health
authority and is being developed under a global license agreement with Bayer. BAY 86-9766 is
currently in Phase 2 clinical development in patients with hepatocellular carcinoma in combination
with sorafenib and in patients with advanced pancreatic cancer in combination with gemcitabine.
About Ardea
Ardea is a biotechnology company based in San Diego, California, focused on the development of
small-molecule therapeutics for the treatment of serious diseases. Ardeas most advanced
clinical-stage product candidates include lesinurad, formerly known as RDEA594, and BAY 86-9766,
formerly known as RDEA119. Lesinurad is a selective, oral URAT1 transporter inhibitor for the
chronic management of hyperuricemia in patients with gout, and BAY 86-9766 is a specific inhibitor
of mitogen-activated ERK kinase (MEK) for the treatment of cancer which is being developed under a
global license agreement with Bayer HealthCare. On April 21, 2012, Ardea entered into an agreement
and plan of merger pursuant to which AstraZeneca PLC will acquire Ardea for $32.00 per share in
cash, through a reverse merger of a subsidiary of AstraZeneca with and into Ardea. Upon completion
of the merger, Ardea will be a subsidiary of AstraZeneca. The total transaction value is
approximately $1.26 billion. Ardea expects the completion of the merger, which is subject to
various customary conditions, including approval by Ardeas stock holders, in the second or third
quarter of 2012. For more information please visit: www.ardeabio.com
Forward-Looking Statements
Statements contained in this communication regarding matters that are not historical facts are
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Because such statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements. Such statements
include, but are not limited to, statements regarding the timing and anticipated completion of the
proposed merger, the benefits and synergies expected to result from the proposed merger, the
anticipated customer base for Ardea following the completion of the proposed merger, Ardeas plans
and goals, the expected properties and benefits of lesinurad, BAY 86-9766 (RDEA119), RDEA3170 and
Ardeas other compounds and the timing and results of Ardeas preclinical, clinical and other
studies, and other statements that are not purely statements of historical fact. These
forward-looking statements are made on the basis of the current beliefs, expectations and
assumptions of the management of Ardea and are subject to significant risks and uncertainty.
Investors are cautioned not to place undue reliance on any such forward-looking statements. Risks
that contribute to the uncertain nature of the forward-looking statements include any difficulties
associated with integrating Ardeas drug development programs into AstraZenecas operations,
potential adverse reactions or changes to business relationships resulting from the announcement or
completion of the proposed merger, unexpected costs, charges or expenses resulting from the
proposed merger, litigation or adverse judgments relating to the proposed merger, risks relating to
the consummation of the contemplated merger, including the risk that the required stockholder
approval might not be obtained in a timely manner or at all or that other closing conditions will
not be satisfied, any difficulties associated with requests or directions from governmental
authorities resulting from their reviews of the transaction, and any changes in general economic
and/or industry-specific conditions, risks related to the outcome of preclinical and clinical
studies, risks related to regulatory approvals, delays in commencement of preclinical and clinical
studies, costs associated with Ardeas drug discovery and development programs, and risks related
to the outcome of Ardeas business development activities, including collaboration or license
agreements. Certain of these and other risks and uncertainties are described more fully in Ardeas
most recently filed SEC documents, including Ardeas Annual Report on Form 10-K and Ardeas
Quarterly Reports on Form 10-Q, under the headings Risk Factors. All forward-looking statements
contained in this communication speak only as of the date on which they were made. Ardea undertakes
no obligation to update such statements to reflect events that occur or circumstances that exist
after the date on which they were made.
Additional Information and Where to Find It
In connection with the proposed merger described in this communication (the Merger), a proxy
statement of Ardea and other materials will be filed with the SEC. COMPANY INVESTORS ARE URGED TO
READ THE PROXY STATEMENT AND OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT ARDEA AND THE PROPOSED MERGER. Investors will be able to obtain
copies of the proxy statement (when available) and other relevant documents filed with the SEC for
free from the SECs website at http://www.sec.gov or from Ardeas website at
http://www.ardeabio.com. Stockholders will also be able to obtain copies of the proxy statement and
other documents related to the Merger (when available) for free by written request to Ardea
Biosciences, Inc., c/o Corporate Secretary, 4939 Directors Place, San Diego, California 92121.
Participants in Solicitation
Ardea and its directors, executive officers and other members of its management and employees may
be deemed to be participants in the solicitation of proxies from its stockholders in connection
with the proposed Merger. Information about the executive officers and directors of Ardea and their
ownership of Ardeas common stock is set forth in the proxy statement for Ardeas 2012 Annual
Meeting of Stockholders filed with the SEC on April 10, 2012. Certain directors and executive
officers of Ardea may have direct or indirect interests in the Merger due to securities holdings,
pre-existing or future indemnification arrangements, vesting of options or other securities or
rights to severance payments if their employment is terminated following the Merger. Additional
information regarding Ardea and the interests of its executive officers and directors in the Merger
will be contained in the proxy statement regarding the Merger that will be filed by Ardea with the
SEC.
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