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Celltech Group PLC (154)

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Tuesday 25 January, 2000

Celltech Group PLC

Merger with Medeva Completed

Celltech Group PLC
25 January 2000


CELLTECH MERGER WITH MEDEVA COMPLETED
CREATING ONE OF THE LARGEST EUROPEAN BIOPHARMACEUTICAL COMPANIES WITH
SUBSTANTIAL US OPERATIONS


Celltech Group plc today announced that on 24th January 2000 the Chancery
Division of the High Court sanctioned the Medeva plc Scheme of Arrangement,
enabling Celltech to acquire all outstanding Medeva plc ordinary shares in
exchange for Celltech Group ordinary shares.  The establishment of the Scheme
of Arrangement was agreed by Celltech and Medeva shareholders at
Extraordinary General Meetings held on 15th December 1999.  Dealing in new
Celltech Group shares will begin on 26th January 2000.  In addition to its
London listing, the Company's shares will be listed and be tradable on the
New York Stock Exchange from 26th January 2000.

The merger creates one of the largest European-based biopharmaceutical
companies, which in addition has substantial US operations.  Its current
market capitalisation exceeds £2 billion.  The new Company includes the
following key elements:

*  Exceptional drug discovery and development, with over 600 R&D employees in
3 main research centres, in Cambridge, Slough and Seattle, and an annualised
R&D investment of some £80 million.

*  The Company is a leader in antibody technology and is undertaking a large
genomics research programme to identify novel discovery targets.  It also has
extensive medicinal chemistry and possesses substantial biopharmaceutical
development expertise.

*  A profitable international pharmaceutical business, with US and European
sales amounting to £126 million in the first half of 1999.  The business has
US and UK manufacturing operations, and an international sales and marketing
organisation which employs 550.

The new Company intends to focus its resources on enhancing the future growth
of the pharmaceutical business, and to divest certain non-core activities.
  
*  Growing royalties from Celltech's antibody technology, which is licensed
for a range of products with rapidly-growing sales.  These royalties amounted
to £13.4 million in the year ended 30th September 1999.

*  A broad and innovative pipeline, with 7 products in registration or late
phase clinical development.  Celltech intends to market some of its own
products, particularly in the hospital sector.  Others are being developed
and commercialised with major pharmaceutical partners.  High priority late-
stage products include:

*  Mylotarg(TM) (CMA676) - a pioneering antibody-targeted chemotherapy for
acute myeloid leukaemia, partnered with American Home Products.  A US NDA,
submitted in October 1999, has been granted Priority Review designation, and
the product is expected to be launched during 2000.

*  Chirocaine(R) - for anaesthesia and pain management, received US marketing
approval in 1999, and will be launched in the near future by Purdue Pharma.
In the rest of the world (except Japan), it will be marketed by Abbott
International.
  
*  CDP 571 - a humanised anti-TNF antibody for Crohn's disease, with positive
results from pivotal clinical studies and US fast track designation.  A US
regulatory submission is currently planned in late 2000.  This product will
be marketed by Celltech.
  
*  CDP 870 - a potent modified anti-TNF antibody fragment, produced by
Celltech's proprietary low-cost manufacturing technology, which is in Phase
II studies in rheumatoid arthritis.  Celltech intends to market or co-market
this potentially exciting product.
  
*  Hepagene(TM) - a recombinant third generation vaccine for hepatitis B, for
which a European marketing authorisation application is currently being
reviewed.
  
*  MR-methylphenidate - a sustained release formulation of methylphenidate,
in US Phase III studies for attention deficit disorder.  A US NDA is expected
to be submitted during 2000.  This product will be promoted by Celltech.
  
*  ConXn(R) - recombinant human relaxin, in US Phase III studies for the
connective tissue disorder, scleroderma.  This product is partnered with
Connetics Inc.

An extensive earlier-stage pipeline includes:
  
*  SCH55700, an anti-IL5 antibody for asthma, currently in international
Phase II studies conducted by Schering-Plough.
  
*  CDP 860, an anti-PDGF receptor antibody fragment for coronary restenosis,
entering Phase II studies, which are being undertaken by Celltech.
  
*  BMS275291, a 2nd generation metalloproteinase inhibitor for cancer,
partnered with Bristol-Myers Squibb, which will enter Phase II studies in the
near future.

*  SCH351591, a PDE IV inhibitor for asthma, partnered with Schering-Plough,
which has entered Phase I studies.

Following the merger, Celltech Group has in total 2,850 employees, with about
1,000 in the US and the remainder in the UK and Europe.  The Head Office of
the Company continues to be in Slough.

Preliminary results for Celltech Chiroscience and Medeva will be announced on
21st March 2000.

Enquiries:

Celltech Group plc
Dr. Peter Fellner, Chief Executive Officer         Tel: +44 (0) 1753 534655
Peter Allen, Chief Financial Officer

Brunswick
Katharine Sharkey (UK)                             Tel: +44 (0) 171 404 5959
Jon Coles (US)                                     Tel: +1 212 333 3810



Background note:

Celltech Group is quoted on the London Stock Exchange (ticker 'CCH') and from
26th January 2000, will operate a Level 2 American Depositary Receipt
programme on the New York Stock Exchange (ticker 'CLL') using Bank of New
York as its depositary bank.




Cautionary statement regarding forward looking statements

Celltech desires to take advantage of the 'Safe Harbor' provisions of the US
Private Securities Litigation Reform Act of 1995, with respect to forward-
looking statements contained herein.  Certain statements in this media
release that are neither reported financial results nor other historical
information are forward-looking statements, including, but not limited to,
statements that are predictions of or indicate future events, trends, plans
or objectives.  Undue reliance should not be placed on such statements
because, by their nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause actual
results and Company plans and objectives to differ materially from those
expressed or implied in the forward-looking statements (or from the past
results).  Although not exhaustive, the following factors could cause actual
results to differ materially from those the Company expects: pricing and
product initiatives of the Company's competitors; results from clinical
trials, studies and investigations that are inconsistent with previous
results and the Company's expectations; unexpected costs or difficulties in
integrating the business and operations of Celltech Group and Medeva; and the
failure to obtain and maintain required marketing authorisations from
governmental authorities.  These factors and other factors that could affect
these forward-looking statements, are described in Medeva's annual report on
Form 20-F and our Form 6-K reports filed with the US Securities and Exchange
Commission.  The Company disclaims any obligation to publicly update or
revise  these forward looking statements, whether to reflect new information
or future events or circumstances or otherwise.

                                                                                                                                                                 

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