APPLIED BIOSYSTEMS SPINNING OFF LYNX THERAPEUTICS PRIOR TO MERGER
APPLIED BIOSYSTEMS SPINNING OFF LYNX THERAPEUTICS PRIOR TO MERGER with the analytical instruments firm Perkin-Elmer. Applied Biosystems, Inc. (ABI) announced the spin-off of its antisense therapeutics subsidiary Lynx on Oct. 5. ABI formed Lynx and announced its intention to spin it off in July ("The Pink Sheet" July 13, T&G-11). Lynx initially will be funded with $13 mil., including $10 mil. from ABI and $3 mil. from Chiron. Lynx and Chiron have entered into an R&D collaboration to develop antisense drugs for the treatment of hepatitis B, hepatitis C and HIV, the firms said Oct. 5. Chiron will pay $3 mil. to Lynx in return for 1.5 mil. preferred shares of the new spin-off and an option to purchase 1.5 mil. more for 1" per share. Lynx will synthesize and manufacture compounds for the disease targets while Chiron will fund clinical development. The two firms will split profits from any resulting products. Lynx's lead project, a treatment for acute myelogenous leukemia developed in collaboration with the University of Nebraska Medical Center, has received the first IND "approval for a systemic treatment using synthetic oligonucleotides," Lynx said. Applied Biosystems will distribute approximately 12 mil. shares of Lynx common and preferred stock as a dividend to shareholders of record as of Oct. 23. After distribution, and assuming that Chiron and ABI exercise all their options for Lynx stock, each firm will hold a 12% stake (3 mil. shares) in the new company. Perkin-Elmer plans to acquire Applied Biosystems through a stock swap valued at $330 mil., almost twice ABI's fiscal 1992 revenues of $183 mil. for the year ended June 30. The Oct. 6 merger agreement, which has been approved by both firms' boards of directors, calls for Perkin to exchange .678 shares of its stock for each share of Applied Biosystems stock. The agreement is subject to regulatory and stockholder approval. Applied Biosystems will take over the management of Perkin- Elmer's polymerase chain reaction (PCR) instrumentation and reagent business following completion of the merger. Under terms of the agreement, Applied Biosystems, a manufacturer of DNA synthesis and analysis instrumentation, will become a Perkin-Elmer subsidiary responsible for Perkin-Elmer's life sciences business. Perkin-Elmer will rename its Life Sciences business as the Applied Biosystems division. While primarily focused on PCR technology, the life sciences division also markets analytical instruments, such as liquid chromatography devices, for the pharmaceutical and biotechnology industries. Foster City, Calif.-based Applied Biosystems reported a net loss of $15.9 mil. on its $183 mil. revenues in FY 1992. The loss was due to a one-time charge of $22 mil. for intangibles and the closing of a small Swedish operation. Excluding the charge, the company had net income of $5.8 mil. for the year. Norwalk, Conn.-based Perkin-Elmer, which describes itself as the world's largest analytical instrument manufacturer, generated net earnings of $58.8 mil. on sales of $900 mil. in FY 1992 (ended July 31).
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