Novexel to be Acquired by AstraZeneca

PARIS, December 23 /PRNewswire/ -- Novexel, a speciality pharmaceutical company focused on the discovery and development of novel antibiotics designed to overcome the significant global problem of microbial drug resistance, announces today that its shareholders have signed a definitive agreement whereby Novexel shall be acquired by AstraZeneca for a total cash consideration of up to $505 million, including contingent payments and the net cash position of the company at closing. The transaction is expected to close in the first quarter of 2010, subject to certain customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.

Under the terms of the agreement, AstraZeneca will acquire 100 percent of Novexel's shares for $350 million in cash payable upon completion and will pay up to an additional $75 million to Novexel shareholders if specified development milestones are reached. AstraZeneca will also transfer to Novexel shareholders an amount equivalent to the cash balance of Novexel at closing. The cash balance of Novexel at closing is expected to be approximately $80 million. This transaction will provide AstraZeneca with an attractive portfolio of clinical and preclinical compounds which are designed to address infections caused by drug-resistant bacteria in the hospital.

    Novexel's clinical development pipeline includes:

    - NXL104, a novel beta-lactamase inhibitor. NXL104 in
      combination with the cephalosporin antibiotic ceftazidime (CAZ-104) is
      currently in two Phase II clinical trials in patients with complicated
      intra-abdominal infections (cIAIs) and patients with complicated
      urinary tract infections (cUTIs). Under an agreement concluded in
      January 2008, Novexel granted Forest Laboratories the rights to develop
      NXL104 in combination with ceftaroline (CEF-104) in North America.

    - NXL103, an oral Streptogramin antibiotic. NXL103 is currently
      in a Phase II clinical trial in adults with acute bacterial skin and
      skin structure infections (ABSSSI). The trial is designed to assess the
      safety and efficacy of NXL103 in comparison to oral linezolid. NXL103
      has already delivered positive Phase II results in a trial evaluating
      it in the treatment of community acquired pneumonia (CAP).

In addition, Novexel has two further programmes in preclinical development: NXL105, a novel anti-Pseudomonal antibiotic and NXL201, a novel echinocandin antifungal agent.

Iain Buchanan, Novexel's CEO, said, "Today's announcement highlights the significant progress that Novexel has made since it was spun out of Aventis Pharma S.A. in December 2004 and demonstrates the added value of placing promising assets in an entrepreneurial structure in France. Over the last five years we have made the appropriate decisions to advance the pipeline and I would like to pay tribute to all Novexel employees whose collective efforts have made this transaction with AstraZeneca possible. I am confident that the acquired assets will receive continued investment from both AstraZeneca and Forest and will have the possibility to play an important therapeutic role to combat resistant organisms in the hospital."

Goldman Sachs acted as financial advisor to Novexel on this transaction.

Notes to Editors

About Novexel

Novexel is a speciality pharmaceutical company focused on the discovery and development of novel antibiotics designed to overcome the significant global problem of microbial resistance. The ever increasing resistance to marketed antibiotics has led to a clear need for

novel drugs that are active against multi-drug resistant bacteria. Novexel's products are targeting the global hospital antibiotic market, which was worth an estimated $17bn in 2008.[1]

Novexel currently has two novel antibacterials in Phase II clinical development. These are the injectable beta-lactamase inhibitor, NXL104 and the oral streptogramin antibiotic, NXL103. NXL104 is being developed in combination with the cephalosporin antibiotic ceftazidime (CAZ-104) and is currently in two Phase II clinical trials in patients with complicated intra-abdominal infections (cIAIs) and patients with complicated urinary tract infections (cUTIs). Under an agreement concluded in January 2008, Novexel granted Forest Laboratories (NYSE: FRX) the rights to develop NXL104 in combination with ceftaroline (CEF-104) solely in North America.

NXL103 is currently in a Phase II clinical trial in adults with acute bacterial skin and skin structure infections (ABSSSI). NXL103 has previously delivered positive Phase II results in a trial evaluating it in the treatment of community acquired pneumonia (CAP).

In addition, Novexel has two further programmes in preclinical development, NXL105, a novel anti-Pseudomonal antibiotic and NXL201, a novel echinocandin antifungal agent.

Novexel was created in December 2004 as an independent spin-out of the sanofi-aventis (Euronext Paris: SAN, NYSE: SNY) anti-infectives unit. Novexel has a team of 54 employees with significant experience in anti-infective research and development, who are located in Paris, France and Philadelphia, USA.

Novexel's investors are Sofinnova, Atlas Venture, Novo A/S, Abingworth, Edmond de Rothschild Investment Partners, Goldman Sachs, NeoMed and Daiwa SMBC Capital Co., Ltd.

    [1] Source: IMS Health, MIDAS, 2006-2008

    For further information please contact:

    Novexel
    Gordon Waldron, CFO
    gordon.waldron@novexel.com

    Citigate Dewe Rogerson
    David Dible/Amber Bielecka/Nina Enegren
    Tel.: +44-(0)207-638-95-71
    david.dible@citigatedr.co.uk

SOURCE Novexel