TORONTO, March 21 - - Transition Therapeutics Inc. ("Transition")
(TSX: TTH) announced today that it has signed an agreement to offer to
purchase all of the outstanding shares of NeuroMedix Inc. ("NeuroMedix"), a
central nervous system ("CNS") focused biopharmaceutical company. NeuroMedix
is developing a series of compounds that have been shown to improve cognitive
function in degenerative and injury related animal models. These compounds
protect neurons by inhibiting glial cell activation and the production of
cytokines such as interleukin-1 and TNF-alpha in the brain. NeuroMedix's lead
compound, Minozac, has the key characteristics for a CNS drug as it is a small
molecule that is orally bioavailable and crosses the blood-brain-barrier.
Minozac has been shown to prevent neuronal dysfunction in animal models of
Alzheimer's disease and traumatic brain injury and is expected to enter
phase I trials in 2007.
"NeuroMedix is an excellent opportunity to acquire a world-class platform
of CNS compounds acting through a very promising mechanism of action with
application in multiple neurological disease indications. The addition of the
NeuroMedix product portfolio, particularly Minozac, continues our overall
strategy of building a strong franchise of potential disease-modifying CNS
drugs," said Dr. Tony Cruz, Chairman and Chief Executive Officer of
Activation of astrocytes and microglia, as well as increased production
of pro-inflammatory cytokines, such as IL-1 and TNF-alpha, in the brain is a
major pathology associated with moderate and severe Alzheimer's disease,
traumatic brain injury and multiple sclerosis. These disease processes are
thought to be involved in the increase in neuronal cell dysfunction and death.
Drs. Watterson and Van Eldik from Northwestern University in Chicago have
discovered and developed a proprietary class of compounds designed to cross
the blood brain barrier and inhibit glial cell activation and pro-inflammatory
cytokine production in the brain. These therapeutic compounds, particularly
the lead compound Minozac, prevent a number of neurological pathologies,
including neuronal dysfunction and cognitive impairment, in Alzheimer's and
traumatic brain injury disease models. This class of molecules offers a
therapeutic approach with a novel mechanism of action to treat a number of
debilitating neurological diseases.
Terms and Conditions
The acquisition will be conducted by means of a tender offer ("Offer")
for all the outstanding shares of NeuroMedix. Consideration to be paid by
Transition for NeuroMedix will be in the form of Transition common shares and
the offer represents a deemed purchase price of approximately $11.1 million.
Under the Offer, NeuroMedix common shareholders can receive one common share
of Transition for every 5.1429 NeuroMedix common shares tendered. The Offer is
subject to a minimum acceptance by the holders of at least 66 2/3% of all the
shares of NeuroMedix.
The Board of Directors of NeuroMedix unanimously recommends the Offer to
NeuroMedix shareholders. NeuroMedix's directors, officers and certain large
shareholders who collectively own or control 59% of NeuroMedix shares have
signed lock-up agreements in which they agree to tender their shares to the
Offer. Documents relating to the Offer are expected to be available to
shareholders of NeuroMedix as soon as reasonably practicable and, in any
event, not later than April 15, 2007.
Transition is a biopharmaceutical company, developing novel therapeutics
for disease indications with large markets. Transition's lead products include
AZD-103 for the treatment of Alzheimer's disease and regenerative therapies
E1-I.N.T.TM and GLP1-I.N.T.TM for the treatment of diabetes. Transition has an
emerging pipeline of preclinical drug candidates developed using its
proprietary drug discovery engine. Transition's shares are listed on the
Toronto Stock Exchange under the symbol "TTH". For additional information
about the company, please visit www.transitiontherapeutics.com.
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