EpiCept Corporation and Maxim Pharmaceuticals Agree to Merge

07-Sep-2005

EpiCept Corporation (EpiCept), a privately held corporation, and Maxim Pharmaceuticals, Inc. announced that they have entered into a definitive merger agreement. The transaction is anticipated to close during the fourth quarter of this year and is subject to satisfaction of certain customary closing conditions, including the approval of the shareholders of Maxim.

The new company, to be called EpiCept Corporation, combines a late stage product portfolio of commercially promising pain therapies, a planned cancer product registration filing in Europe and an early stage discovery program for apoptosis inducers and inhibitors designed to address unmet medical needs in the areas of oncology and degenerative diseases.

The terms of the merger agreement provide for EpiCept to issue shares of its common stock to Maxim Pharmaceuticals shareholders in exchange for all of the outstanding shares of Maxim, with EpiCept shareholders retaining approximately 72 percent ownership of the combined company and Maxim shareholders receiving approximately 28 percent, calculated on a fully diluted basis. Based on the recent trading price of Maxim's common stock, the transaction would represent an implied equity value of approximately $136 million for the combined company.

The combined company will retain EpiCept's CEO and corporate name (EpiCept Corporation) with headquarters in Englewood Cliffs, NJ. In addition, Dr. Ben Tseng, Maxim's Vice President, Research, will become EpiCept's Chief Scientific Officer. The combined company's board of directors will consist of five current EpiCept directors and two current Maxim directors. EpiCept is expected to continue to operate Maxim's research facility in San Diego, California.

https://www.chemeurope.com/en/news/48811/epicept-corporation-and-maxim-pharmaceuticals-agree-to-merge.html