TOKYO and SAN DIEGO, Nov. 10,
2014 /PRNewswire/ -- Daiichi Sankyo Company, Limited
(hereinafter, Daiichi Sankyo) (TSE: 4568) and Ambit Biosciences
Corporation (hereinafter, Ambit Biosciences) (NASDAQ: AMBI) today
announced the results of Daiichi Sankyo's tender offer to purchase
all of the outstanding shares of Ambit Biosciences' common stock
for $15.00 per share plus one
non-transferable contingent value right per share, which will
entitle the holder thereof to a maximum payment of $4.50 upon the achievement of certain
commercialization related milestones relating to quizartinib. The
tender offer is being effected by Daiichi Sankyo's subsidiary,
Charge Acquisition Corp.
The depositary for the tender offer has advised Daiichi Sankyo
and Ambit Biosciences that, as of the expiration of the tender
offer at 5:00 p.m. Eastern Time on
November 10, 2014, a total
of 15,674,238 shares of Ambit Biosciences common stock had
been validly tendered and not withdrawn, representing approximately
85 percent of Ambit Biosciences' outstanding shares. All
shares that were validly tendered and not withdrawn during the
initial offering period have been accepted for payment.
"We are very pleased to complete the acquisition of Ambit
Biosciences and look forward to continuing to advance quizartinib
in light of its potential to significantly improve outcomes for
patients with very few options," said Daiichi Sankyo Co., Ltd.
President and CEO, Joji
Nakayama.
The condition to the tender offer that a majority of Ambit
Biosciences' outstanding shares be validly tendered has been
satisfied, and Daiichi Sankyo's acquisition of Ambit Biosciences is
expected to be completed later today through a merger under Section
251(h) of the General Corporation Law of the State of Delaware. As a result of the
merger, each share of common stock of Ambit Biosciences not
tendered in the tender offer (other than shares held by Ambit
Biosciences, Daiichi Sankyo or their wholly owned subsidiaries, and
other than shares held by a holder who has properly demanded and
perfected appraisal rights under Delaware law) will be converted into the right
to receive $15.00 per share in cash,
plus one non-transferable contingent value right per share. This is
the same price per share paid in the tender offer.
Following completion of the merger, Ambit Biosciences shares
will cease to be traded on the NASDAQ Global Market.
About Daiichi Sankyo
Daiichi Sankyo Group is dedicated to the creation and supply of
innovative pharmaceutical products to address the diversified,
unmet medical needs of patients in both mature and emerging
markets. While maintaining its portfolio of marketed
pharmaceuticals for hypertension, dyslipidemia and bacterial
infections used by patients around the world, the Group has also
launched treatments for thrombotic disorders and is building new
product franchises. Furthermore, Daiichi Sankyo research and
development is focused on bringing forth novel therapies in
oncology and cardiovascular-metabolic diseases, including
biologics. The Daiichi Sankyo Group has created a "Hybrid Business
Model," to respond to market and customer diversity and optimize
growth opportunities across the value chain. For more information,
please visit: www.daiichisankyo.com.
The Daiichi Sankyo oncology portfolio continues to grow and
currently includes both small molecules and monoclonal antibodies
with novel targets in both solid and hematologic cancers.
About Ambit Biosciences
Ambit Biosciences is a biopharmaceutical company focused on the
discovery, development and commercialization of drugs to treat
unmet medical needs in oncology, autoimmune and inflammatory
diseases by inhibiting kinases that are important drivers for those
diseases. Ambit's lead drug candidate, quizartinib (AC220), is a
once-daily, orally-administered potent and selective, inhibitor of
FMS-like tyrosine kinase-3 (FLT3) and is currently in a
registrational phase 3 clinical trial, referred to as QUANTUM-R, in
patients with relapsed/refractory FLT3-ITD positive, acute myeloid
leukemia (AML). Quizartinib is also being studied in newly
diagnosed patients in combination with chemotherapy as well as
maintenance following a hematopoietic stem cell transplantation
(HSCT). In addition to quizartinib, Ambit's clinical pipeline
includes AC410, an oral JAK2 inhibitor, and CEP-32496, a BRAF
inhibitor licensed to Teva Pharmaceutical Industries Ltd. Ambit's
preclinical portfolio includes a proprietary CSF1R inhibitor
program.
Forward Looking Statements
This press release contains forward-looking statements. Any
statements contained herein which do not describe historical facts,
including but not limited to, statements regarding: the proposed
transaction between Daiichi Sankyo and Ambit Biosciences; the
expected timetable for completing the transaction; and Ambit
Biosciences' product candidates, including regarding the
therapeutic and commercial potential of quizartinib, are
forward-looking statements which involve risks and uncertainties
that could cause actual results to differ materially from those
discussed in such forward-looking statements. Such risks and
uncertainties include: the ability to timely consummate the
transaction and the possibility that the transaction will not be
completed; the ability of Daiichi Sankyo to successfully integrate
Ambit Biosciences operations and employees; the anticipated
benefits of the transaction may not be realized; risks related to
drug development and commercialization; and those additional
factors discussed in Ambit Biosciences' most recent Quarterly and
Annual Reports on Forms 10-Q and 10-K filed with the U.S.
Securities and Exchange Commission (hereinafter, the SEC). Daiichi
Sankyo and Ambit Biosciences caution investors not to place
considerable reliance on the forward-looking statements contained
in this press release. These forward-looking statements speak only
as of the date of this document, and Daiichi Sankyo and Ambit
Biosciences undertake no obligation to update or revise any of
these statements.
SOURCE Daiichi Sankyo Company, Limited