Alexza completes acquisition of Symphony Allegro after sharholders' approval

Aug 27 2009

Alexza Pharmaceuticals, Inc. (Nasdaq: ALXA) announced that during a special meeting of stockholders held today, its stockholders approved the proposal to issue shares of the Company's common stock and warrants to purchase shares of the Company's common stock to Symphony Capital Partners, LP and their co-investors. Subsequent to this vote, Alexza completed its acquisition of Symphony Allegro, and as a result, Alexza reacquired all rights to AZ-004, AZ-104 and AZ-002.

"We are pleased that our stockholders have overwhelmingly supported this transaction," said Thomas B. King, Alexza President and CEO. "We have reacquired full ownership of the three product candidates being developed in the Symphony Allegro partnership, and we welcome Symphony Capital Partners and their co-investors as new Alexza stockholders."

The successful stockholder vote was a condition to the completion of Alexza's previously announced option exercise to purchase all of the equity of Symphony Allegro. In June 2009, Alexza and Symphony Capital Partners announced that they had negotiated new terms to satisfy the exercise price for Alexza's option exercise to acquire Symphony Allegro. Under the terms of the Amended and Restated Purchase Option Agreement, Alexza:

• issued 10 million shares of Alexza common stock to Symphony Capital and its co-investors,
• issued five-year warrants for 5 million shares of Alexza common stock to Symphony Capital and its co-investors, at an exercise price of $2.26 per share (a 25% premium to the 30-day trading average closing price of the Company's common stock prior to the June announcement of the option exercise),
• canceled previously outstanding five-year warrants for 2 million shares of Alexza common stock, and
• agreed to pay Symphony certain percentages of cash payments that may be generated from future partnering transactions for AZ-004, AZ-104 and/or AZ-002, the product candidates that were licensed to Symphony Allegro.

Symphony Allegro was capitalized with $50 million in December 2006 by Symphony Capital Partners, LP and its co-investors, with the primary purpose of funding the development of three of Alexza's product candidates. As part of that transaction, Alexza licensed to Symphony Allegro its Staccato loxapine programs and its Staccato alprazolam program. Since that time, Alexza has been conducting the clinical development of AZ-004 for the acute treatment of agitation, AZ-104 for the acute treatment of migraine headache, and AZ-002 for the treatment of acute panic attacks, with the funds provided by Symphony Allegro.