SuperGen, Inc. (NASDAQ:SUPG), a pharmaceutical company dedicated to the discovery and development of novel cancer therapies, announced that stockholders have approved the issuance of shares to be issued in connection with the proposed acquisition of Astex Therapeutics Limited (“Astex”), a privately held, U.K.-based biotechnology company developing targeted therapies. The proposal to approve the share issuances in connection with the proposed acquisition of Astex passed by those voting either in person or by proxy at SuperGen’s annual meeting of stockholders on June 16, 2011. On June 13, 2011, the shareholders of Astex voted to approve the transaction.
“We are very pleased that voting stockholders voted more than 90% of their shares in favor of this transformational transaction,” said James S. J. Manuso, chairman, president and chief executive officer of SuperGen. “With this stockholder approval, we have taken a concrete step towards closing a transaction that we believe will create one of the world’s foremost oncology discovery and development companies.”
Pursuant to the terms of the agreement between the two companies, SuperGen will purchase all of the outstanding shares of Astex, paying Astex security holders $25 million in cash, plus shares in SuperGen common stock representing 35 percent of the total post closing shares outstanding. Subsequently, SuperGen will pay deferred consideration in the amount of $30 million in either stock or cash, at the discretion of the combined entity, over a period of 30 months. Additionally, SuperGen will assume all of the currently outstanding stock options of Astex.
The transaction is expected to close in July 2011, subject to satisfaction of customary closing conditions. After the close of the transaction, the combined entity, to be named Astex Pharmaceuticals, Inc., is expected to be listed on NASDAQ under the symbol ASTX.If the transaction is completed, Astex Pharmaceuticals, Inc. will be headquartered in Dublin, California. Under the new management structure, James S.J. Manuso would serve as chairman and chief executive officer of Astex Pharmaceuticals, Inc. Harren Jhoti, chief executive officer of Astex, would become president and a member of the Board of Directors of the combined entity. The Board of Directors of Astex Pharmaceuticals, Inc. would also include Peter Fellner as vice chairman, Walter J. Lack as lead director, Charles J. Casamento, Thomas V. Girardi, Allan R. Goldberg, Timothy Haines, and Ismail Kola. Martin Buckland, chief business officer for Astex would continue in that role for the combined entity. Mohammad Azab would remain as chief medical officer and Michael Molkentin would remain as chief financial officer and corporate secretary of the combined entity.