LION bioscience to Acquire Trega Biosciences

02-Jan-2001

LION bioscience AG (Neuer Markt: LIO; Nasdaq: LEON) and Trega Biosciences, Inc. (Nasdaq: TRGA) today announced that they have signed an agreement for LION to acquire 100% of the equity of Trega in exchange for LION American Depositary Shares (ADS). This transaction values Trega at approximately $35 million, or an estimated $1.35 per share on a fully diluted basis, subject to certain pre-closing adjustments. The final exchange ratio will depend on a number of factors, including LION's average closing price per ADS for the 10 trading days ending 2 trading days prior to the meeting of Trega stockholders. The $35 million valuation of Trega presumes that such price will not be lower than $68 or greater than $92. If LION's average closing price per ADS over this time period is below this range, the exchange ratio will be based upon a deemed price of $68 per LION ADS; if such price is above this range, the exchange ratio will be based upon a deemed price of $92 per LION ADS. Upon completion of the transaction, Trega will become a wholly-owned subsidiary of LION.

LION and Trega will combine complementary technologies and products, which are expected to significantly enhance LION's position as a leading provider of comprehensive solutions for enterprise-wide data integration, data analysis and information management solutions for the Life Sciences industry.

The vision and the capabilities of the two companies are highly synergistic. LION's Life Science Informatics (LSI™) business, which includes the industry leading SRS platform, "SCOUT” integration and analysis products, and i-biology™, its overall corporate-wide R&D-IT solution, is expected to benefit from Trega's iDEA™ Predictive ADME (absorption, distribution, metabolism and excretion) Simulation System. This product simulates, in silico, how drug candidates will be processed in humans. Combining LION's drug discovery expertise and integrated software solutions for all types of biological data with Trega's iDEA™ Simulation System software provides the basis for a leading platform for the development of a comprehensive solution for toxico-genomics and toxicology prediction software. Furthermore, LION's information-driven drug discovery and diagnostics business, called iD3™, is expected to benefit from the addition of Trega's ChemFolio® libraries of information-enhanced small molecules, as well as from its medicinal chemistry, assay development, screening technology and general drug discovery capabilities.

This transaction is designed to broaden LION's reach into the many aspects of the drug discovery process. It will also enhance LION's ability to utilize information to accelerate the transformation of genes to targets and targets to drugs, as well as to improve the efficiency and effectiveness of generating validated target/lead combinations in the nuclear receptor area.

"Through the merger of the two companies we combine complementary technologies and products in the area of Life Science informatics and drug discovery. This transaction will further strengthen LION's strategic position as a leading provider of comprehensive solutions for enterprise-wide data integration and management in the Life Science R&D sector. The Trega team consists of outstanding professionals and our cultures match perfectly. We intend to strengthen and build on this San Diego-based organization to expand LION's U.S. presence and serve our partners worldwide,” says LION's CEO Friedrich von Bohlen.

"We believe this event marks a major advance in the industry-wide shift towards in silico drug discovery,” said Michael G. Grey, president and CEO of Trega. "Not only will the combined company be able to provide a comprehensive range of tools that span the drug discovery continuum, but it also has the potential to revolutionize how drug discovery is conducted in the future.” After closing the transaction, Mr. Grey will serve as CEO of LION's combined U.S.

https://www.chemeurope.com/en/news/593/lion-bioscience-to-acquire-trega-biosciences.html