GlaxoSmithKline to acquire Corixa Corporation

GlaxoSmithKline has announced the execution of a definitive agreement pursuant to which GSK will acquire Corixa Corporation, a developer of innovative products that regulate immunity, based in Seattle, WA (USA).

The acquisition is structured as a cash for stock transaction, with the shareholders of Corixa entitled to receive $4.40 per common share, representing a total value of approximately $300 million. The transaction, which has been unanimously approved by Corixa's Board of Directors, is subject to approval of its shareholders, regulatory clearance and certain other conditions. GSK owns approximately 8% of the outstanding Corixa shares and additional holders of approximately 11% of the shares have agreed to vote their shares in favor of the transaction. The transaction is expected to close in the third quarter of this year.

As a result of the acquisition, GSK will acquire all scientific and business programs, activities, assets and all related rights of Corixa. Importantly, GSK will acquire Corixa's manufacturing facility in Hamilton, MT (USA) which produces Monophosphoryl Lipid A (MPL), a novel adjuvant contained in many of the vaccines in GSK's pipeline. Furthermore GSK will no longer incur royalties and other costs under the existing agreements in place between GSK and Corixa nor will GSK incur royalties on future sales of their vaccines containing MPL.

GSK will also acquire all assets related to a candidate prophylactic tuberculosis vaccine and to a portfolio of candidate immunotherapeutic cancer vaccines, being developed by GSK Biologicals and which contain antigens discovered by Corixa pursuant to a 1998 multi-field vaccine discovery collaboration between the parties. As a result of the acquisition, GSK will no longer be required to pay royalties related to these antigens. Corixa's portfolio also includes other compounds such as TLR4 agonists and antagonists.

Jean Stephenne, President of GSK Biologicals, said: "This is an important strategic deal for GSK's vaccines division. MPL, in particular, is an important component in many of our most promising vaccines under development, including Cervarix, our candidate vaccine targeting infection with the Human Papilloma Virus (HPV), a leading cause of cervical cancer.

"In addition, this also represents the next step in progressing GSK's promising tuberculosis vaccine approach and its cancer immunotherapeutics, as Corixa and GSK have together developed considerable expertise in these areas over the years."

GlaxoSmithKline - one of the world's leading research-based pharmaceutical and healthcare companies - is committed to improving the quality of human life by enabling people to do more, feel better and live longer.