EPIX to acquire Predix in $90 million transaction

By Elaine Rigoli

Tampa, Fla., April 3 - EPIX Pharmaceuticals, Inc. has agreed to buy Predix Pharmaceuticals Holdings, Inc. in a transaction valued at about $90 million, including the assumption of net debt at closing.

In addition, Predix shareholders will be paid a possible milestone payment of $35 million, payable in cash, stock or a combination, based on the achievement of certain clinical or strategic milestones, according to a news release.

The combined company will have a broad pipeline of product candidates, an experienced management team and about $125 million in cash and marketable securities at the end of the first quarter, the release said.

Under the agreement, which has been approved by the boards of directors of both EPIX and Predix, upon completion of the merger, Predix stockholders will own about 47% of the combined company's shares outstanding, and EPIX stockholders will own about 53%, the release said.

Predix options and warrants outstanding at closing will also be assumed by EPIX.

The merger is subject to approval by both EPIX's and Predix's stockholders, regulatory approval and other closing conditions, and is expected to close in June or July.

Holders of about 40% of Predix's voting shares have agreed to vote in favor of the merger.

Upon closing, Predix stockholders will receive 1.248509 shares of EPIX stock for each of their Predix shares. In total, EPIX will issue 23.275 million shares, including shares underlying Predix's outstanding options and warrants.

In addition, EPIX expects to assume about $7.8 million in net debt at the closing of the transaction.

After the transaction, EPIX will have about 43.5 million common shares outstanding.

EPIX, based in Cambridge, Mass., is a pharmaceutical company focused on the discovery and development of innovative pharmaceuticals for imaging that are designed to transform the diagnosis, treatment and monitoring of disease.

Predix, based in Lexington, Mass., is a biopharmaceutical company.

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