Synageva BioPharma to merge with Trimeris Inc. in all-stock deal

Combined company will be named Synageva BioPharma Corp., and will operate under the leadership of the Synageva management team

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LEXINGTON, Mass.—SynagevaBioPharma Corp., a privately held biopharmaceutical company developingtherapeutic products for rare disorders and Durham, N.C.,-based Trimeris Inc.have entered into adefinitive agreement under which Synageva will merge with Trimeris in anall-stock transaction.  

Upon closing, the combined company will be namedSynageva BioPharma Corp., and will operate under the leadership of the Synagevamanagement team with Sanj K. Patel serving as the president and CEO. In addition, the company's board of directors will haverepresentatives from both the existing Synageva and Trimeris boards.
The merger will create a publicly-traded companyfocused on the development of novel therapeutics for patients with rarediseases and unmet medical need. 
If all closing conditions and other potential hurdles go by smoothly as planned, Synageva BioPharma will emerge from transaction as new public company with additional cash reserves and access to
royalty stream based on Fuzeon, an anti-HIV fusion inhibitor which was developed by Trimeris in collaboration with Roche. Substantially all of Trimeris' revenues are derived from the Fuzeon collaboration.
The merger will also reportedly support a "focus on rapid clinical development of SBC-102 for lysosomal acid lipase (LAL) deficiency and advancement of rare disease pipeline."

"The strategic combination of our two companieswill allow Synageva to continue to aggressively advance our lead clinicalprogram, SBC-102, an enzyme replacement therapy for LAL deficiency," says SanjK. Patel, president and CEO of Synageva BioPharma. "Sincelaunching Synageva in 2008, we have made tremendous progress in building apromising pipeline of product candidates targeted at rare and devastatingdiseases. This transaction gives us access to significant financial resourceswhile maintaining our focus on the goal of bringing our clinical developmentprograms to commercialization as soon as possible."
"We believe this newly combined company will havedramatic upside. The rare disease space offers very attractive opportunitiesfor success due to the absence of effective therapies, the relatively smallclinical trials, and the faster path to commercialization." notes Martin Mattingly, CEO ofTrimeris. "We found theSynageva opportunity to be particularly compelling. The combined company willhave a clinical stage asset with ownership of worldwide commercial rights, aportfolio of additional rare disease programs, substantial financial resourcesand a strong management team with prior experience in successfully bringingrare disease products to market."
SBC-102 is a recombinant human lysosomal acidlipase with the same amino acid sequence as the human lysosomal acid lipaseenzyme. This enzyme is responsible for the breakdown of cholesteryl esters andtriglycerides. Late onset LAL deficiency, sometimes called cholesteryl ester storage disease (CESD), affects both children and adults. In these patients,the buildup of fatty material in the liver, spleen and blood vessel walls leadsto complications resulting in significant morbidity and mortality. Early onsetLAL deficiency, sometimes called Wolman disease, affects infants in the first yearof life and is rapidly fatal. Synageva has received orphan drug designationsfor SBC-102 in both the United States and European Union.
The merger will take the form of a stock-for-stockmerger intended to qualify as a tax-free reorganization. Under the terms of theagreement, which has been approved by the boards of directors of both companies, upon completion of the merger, Trimeris will issue to Synagevastockholders shares of Trimeris common stock such that Synageva stockholderswill own approximately 75 percent of the combined company's shares outstanding, andTrimeris stockholders will own approximately 25 percent. Options and warrants of bothSynageva and Trimeris will be assumed by the combined company and becomeoptions and warrants to acquire stock of the combined company.


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