SillaJen executes definitive merger agreement to acquire Jennerex

SillaJen, Inc.Nov 26 2013

SillaJen, Inc., a privately-held biotherapeutics and contract research company focused on the development of targeted biological products for cancer, announced today that it had executed a definitive merger agreement to acquire San Francisco-based Jennerex, Inc. Privately-held Jennerex is a clinical-stage biotechnology company globally recognized as the leader in the development of best-in-class targeted oncolytic immunotherapies for solid tumors.

Following the acquisition, Jennerex will become a wholly-owned subsidiary of SillaJen, but will keep its name and remain headquartered in San Francisco. The acquisition, subject to normal closing conditions and completion of financing by SillaJen, is expected to close in the first quarter of 2014. Including potential future milestone payments, total consideration for the all-cash transaction could reach approximately $150 million. Wedbush PacGrow Life Sciences is acting as exclusive financial advisor to SillaJen, while Latham & Watkins LLP is serving as legal advisor. Centerview Partners LLC and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP are acting as financial and legal advisors to Jennerex, Inc, respectively.

"We are very excited to announce this defining acquisition today," stated Dr. Eun-Sang Moon, Co-Chief Executive Officer of SillaJen. "The clinical data with Jennerex's lead asset, Pexa-Vec (JX-594), is compelling in multiple tumor types. In a randomized Phase 2 trial, as published in Nature Medicine in February 2013, Pexa-Vec demonstrated an overall survival advantage as first-line therapy for patients with advanced hepatocellular carcinoma ("HCC", or primary liver cancer). Given the high unmet medical need in this patient population, these initial results are highly encouraging and warrant confirmation in a Phase 3 trial. We have also seen promising activity in colorectal and kidney cancers, the latter of which included two patients with complete tumor responses."

Dr. Moon added, "As published in Nature, Pexa-Vec is also the only agent in this therapeutic class that can reproducibly target and destroy tumors by intravenous administration, a key point of differentiation and competitive advantage. We believe this strategic acquisition both provides SillaJen immediate global leadership in the emerging and exciting field of oncolytic immunotherapy, and is consistent with our mission of bringing innovative biotherapeutics to cancer patients worldwide."

"This combination is the natural evolution of our long-standing relationship with Jennerex. As an active clinical research partner since 2007 and the Company's largest shareholder, we have come to know Jennerex and its world-class team well. It is our desire to complement and build from the Company's many strengths by providing the capital and research and development support required to maximize clinical and commercial success," stated Dr. Yong-Han Lee, Co-Chief Executive Officer of SillaJen. "To this end, SillaJen is actively collaborating with Jennerex and its global partners on transition planning, including finalizing a robust clinical development plan. It remains an immediate goal to advance Pexa-Vec into a Phase 3 pivotal trial for first-line treatment of patients with advanced HCC by Q4 2014," continued Dr. Lee.

Stated David A. McDonald, Chief Business Officer of SillaJen and future head of Jennerex upon closing of the transaction, "We would like to thank Jennerex Founder Dr. David Kirn, the board and the executive management team of Jennerex for providing excellent leadership that has brought Pexa-Vec to this point in its journey. We look forward to working together with the talented Jennerex team and established medical advisory board to achieve the common vision of becoming the leading global provider of oncolytic immunotherapies for cancer patients worldwide."

"We are thankful to our loyal shareholders who have continued to support us since Jennerex was launched in 2006. We are also grateful to the talented Jennerex team who has pioneered the field of oncolytic immunotherapy and committed themselves to the success of Pexa-Vec, and we are pleased that they will become part of the SillaJen family and continue to contribute their knowledge and determination toward seeing these important oncology immunotherapy products through to commercialization," stated Laurent Fischer, M.D., current Chairman and Chief Executive Officer of Jennerex.