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Astex Pharmaceuticals Responds To Further Misleading Claims Made By Sarissa Capital

Stocks in this article: ASTX

DUBLIN, Calif., Oct. 9, 2013 (GLOBE NEWSWIRE) -- Astex Pharmaceuticals, Inc. (Nasdaq:ASTX) ("Astex"), a pharmaceutical company dedicated to the discovery and development of novel small molecule therapeutics, issued the following statement in response to further misleading claims made by Sarissa Capital in a press release issued earlier today:

We are disappointed that Sarissa Capital continues to mislead Astex stockholders with information that is incomplete, taken out of context and does not provide full and accurate information to Astex stockholders.

In a last-ditch attempt to unnecessarily delay and possibly derail the premium, all-cash transaction with Otsuka, earlier today Sarissa Capital issued a press release about a collaborators' compound, LEE011, a clinical-stage, potential cancer treatment that is being developed by Novartis. Consider these facts:

  • The Astex Board of Directors Considered LEE011 in its Deliberations. The Astex Board carefully considered the potential benefit and risks of LEE011 as it made its determination that the premium, $8.50 per share all-cash transaction with Otsuka was in the best interests of all Astex stockholders.  
  • Astex has Repeatedly Discussed the Progress of LEE011. Astex publicly discussed LEE011 as recently as August 1, 2013 on the Company's second quarter earnings conference call, and provided an update on LEE011 in its investor corporate presentations.  
  • Interested Parties Had Knowledge of LEE011 During Diligence. The Otsuka transaction was the culmination of a comprehensive process to maximize value for all Astex stockholders. As part of that process, 33 pharmaceutical companies worldwide were contacted to gauge their interest in exploring a potential strategic transaction with Astex. Each of the parties who conducted diligence had access to confidential information related to the Company's pipeline, including its partnered products such as LEE011.  
  • LEE011 is Many Years from Approval. Despite Sarissa Capital's hype, LEE011 is still in Phase I/II clinical trials and Novartis has not informed Astex of any patients treated in Phase II trials, let alone in Phase III trials. While Novartis has recently made the decision to enter Phase III clinical trials with the experimental drug, LEE011 is still many years away from potential FDA approval and market entry. Furthermore, while Astex has confidence in LEE011, as we have referenced historically, there is high risk associated with the development of any drug, in particular one that is still only in Phase I clinical trials. Novartis' estimated completion date of this phase III trial is November of 2016.  
  • Sarissa Overstates the Potential, Long-Range Economic Impact LEE011 Might Have Upon Astex. The comparison to Pfizer's CDK4/6 inhibitor that Sarissa makes is expected, but is completely misleading and premature since Pfizer's program has generated robust Phase II data, unlike the LEE011 program. The potential economic benefits of LEE011 to Astex are relatively modest. The economic milestones for the first patient treated in Phase II and III clinical trials are minimal, with the potential for very modest royalty rates if the product is ever approved in the future.  
  • LEE011 has Minimal Impact on Astex' Valuation. Novartis has the exclusive right to develop and commercialize LEE011 with Astex having no right to co-develop or co-promote. Therefore, even if the clinical trials are successful, and market approval is eventually granted, the contribution to today's valuation is minimal. 

The Astex Board of Directors unanimously recommends that our fellow stockholders tender into Otsuka's $8.50 per share cash offer , which is initially scheduled to expire October 10, 2013 . If more than 50% of Astex stockholders do not tender their shares into the tender offer by the scheduled expiration date, this would impose substantial additional risk that Otsuka would walk away from the transaction. If this happens, Astex shares could trade at pre-tender offer values substantially below $8.50 per share.

As previously stated, since the agreement with Otsuka was announced on September 5, 2013, no third parties have approached Astex with an interest to acquire the Company.

For more information, please see Astex's SC 14D-9, which was filed with the Securities and Exchange Commission ("SEC") on September 13, 2013, and subsequent amendments. Astex urges all stockholders to review the Company's filings and other materials as they contain important detailed information about the merger agreement and the reasons why Astex's Board approved the merger agreement. 

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