EX-99.1
5
exhibit_99-1.htm
EXHIBIT 99.1
exhibit_99-1.htm
Exhibit 99.1
Investor
Relations Contact:
Brian
Ritchie - FD
212-850-5683
brian.ritchie@fd.com
Media
Contact:
Irma
Gomez-Dib - FD
212-850-5761
Irma.gomez-dib@fd.com
INSMED SELLS FOLLOW-ON BIOLOGICS
PLATFORM TO MERCK &
CO., INC. FOR GROSS PROCEEDS OF $130
MILLION
INSMED
TO RETAIN IPLEX™ PORTFOLIO
COMPANY
TO HOST CONFERENCE CALL AT 8:30 AM ET TODAY
RICHMOND, VA
. February 12, 2009 - Insmed
Inc. (Nasdaq CM:INSM), a developer of follow-on biologics and biopharmaceuticals
focused on niche markets with unmet medical needs, announced today that it has
entered into a definitive agreement with Merck & Co., Inc. whereby Merck,
through an affiliate, will purchase all assets related to Insmed's follow-on
biologics platform. Under the terms of the agreement, Insmed will
receive a total of $130 million for the assets. After fees, taxes and
other costs related to the transaction, Insmed expects net proceeds of
approximately $123 million as a result of this agreement.
As part
of this transaction, Insmed will receive initial payments of up to $10 million
for Insmed's lead follow-on-biologic candidates and the remaining balance upon
closing of the transaction, which is targeted for March 31,
2009. These initial payments will allow the Company to maintain its
normal business operations throughout the closing period without the need for
dilutive financing.
Insmed's
follow-on biologics assets include INS-19 and INS-20, whose development and
commercial rights will now belong to Merck, as well as the Boulder,
Colorado-based manufacturing facility. Merck intends to assume the
facility's lease and ownership of all the equipment in the
building. In addition, upon closing of the transaction, Merck intends
to offer positions to employees of the Boulder facility. Insmed will
retain its Richmond, VA corporate office, which houses its Clinical, Regulatory,
Finance, and Administrative functions, in support of the continuing IPLEX™
program.
"We have
long maintained that our follow-on biologics assets hold substantial value, and
this agreement with Merck, one of the largest pharmaceutical companies in
the world, is a testament to that value", said Dr. Geoffrey Allan, President and
CEO of Insmed. "We are pleased that over the past two years our team
has been successful in developing such a valuable asset, which, as a result of
this agreement, will generate a substantial return to the Company".
"This
transaction will transform and strengthen our balance sheet in a completely
non-dilutive fashion, and provides us with substantial financial flexibility in
a market where cash, especially for small biotech companies, is scarce,"
continued Dr. Allan.
The
proceeds from the transaction will be used to support the continued development
of IPLEX™, and the Company will carefully evaluate other options, which could
include the distribution of a portion of the cash to shareholders.
As of
December 31, 2008, Insmed had $2.4 million in cash on hand with an ongoing net
cash burn of approximately $1.2 million per month. This transaction,
in accordance with Virginia corporate law, does not require a shareholder vote,
though it is conditional on certain closing requirements, including obtaining
necessary consents.
RBC
Capital Markets served as exclusive financial advisor to Insmed on the
transaction and the review of strategic alternatives, and provided a fairness
opinion to the Company's Board of Directors.
Conference
Call
Insmed will host a conference call
today at 8:30 AM ET in order to further discuss this transaction. To
participate in today's 8:30 AM ET live conference call, please dial 800-891-3155
(U.S. callers) or 617-597-5527
(international callers), and provide passcode 54149478. A live
webcast of the call will also be available at:
http://phx.corporate-ir.net/playerlink.zhtml?c=122332&s=wm&e=2097821
Please
allow extra time prior to the webcast to register, download and install any
necessary audio software.
The
webcast will be archived for 30 days, and a telephone replay of the call will be
available for seven days beginning today at 12:30 PM ET at 888-286-8010 (U.S.
callers) or 617-801-6888 (international callers), using passcode
91512481.
About
Insmed
Insmed
Inc. is a biopharmaceutical company with unique protein process development and
manufacturing experience and a proprietary protein platform aimed at niche
markets with unmet medical needs. For more information, please visit
http://www.insmed.com
.
Forward-Looking
Statements
This
release contains forward-looking statements which are made pursuant to
provisions of Section 21E of the Securities Exchange Act of 1934. Investors are
cautioned that such statements in this release, including statements relating to
planned clinical study design, regulatory and business strategies, plans and
objectives of management and growth opportunities for existing or proposed
products, constitute forward-looking statements which involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated by the forward-looking statements. The risks and uncertainties
include, without limitation, risks that closing conditions under our agreement
with Merck & Co., Inc. may not be met, product candidates may fail in the
clinic or may not be successfully marketed or manufactured, we may lack
financial resources to complete development of product candidates, the FDA may
interpret the results of studies differently than us, competing products may be
more successful, demand for new pharmaceutical products may decrease, the
biopharmaceutical industry may experience negative market trends, our continuing
efforts to develop IPLEX™ may be unsuccessful our common stock could be delisted
from the Nasdaq Capital Market and other risks and challenges detailed in our
filings with the U.S. Securities and Exchange Commission, including our Annual
Report on Form 10-K for the year ended December 31, 2007. Readers are cautioned
not to place undue reliance on any forward-looking statements which speak only
as of the date of this release. We undertake no obligation to publicly release
the results of any revisions to these forward-looking statements that may be
made to reflect events or circumstances that occur after the date of this
release or to reflect the occurrence of unanticipated
events.

EX - 99 . 1 5 exhibit _ 99 - 1 . htm EXHIBIT 99 . 1 exhibit _ 99 - 1 . htm Exhibit 99 . 1 Investor Relations Contact : Brian Ritchie - FD 212 - 850 - 5683 brian.ritchie@fd.com Media Contact : Irma Gomez - Dib - FD 212 - 850 - 5761 Irma.gomez-dib@fd.com INSMED SELLS FOLLOW - ON BIOLOGICS PLATFORM TO MERCK & CO . , INC . FOR GROSS PROCEEDS OF $ 130 MILLION INSMED TO RETAIN IPLEX ™ PORTFOLIO COMPANY TO HOST CONFERENCE CALL AT 8 : 30 AM ET TODAY RICHMOND , VA . February 12 , 2009 - Insmed Inc . ( Nasdaq CM : INSM ) , a developer of follow - on biologics and biopharmaceuticals focused on niche markets with unmet medical needs , announced today that it has entered into a definitive agreement with Merck & Co . , Inc . whereby Merck , through an affiliate , will purchase all assets related to Insmed 's follow - on biologics platform . Under the terms of the agreement , Insmed will receive a total of $ 130 million for the assets . After fees , taxes and other costs related to the transaction , Insmed expects net proceeds of approximately $ 123 million as a result of this agreement . As part of this transaction , Insmed will receive initial payments of up to $ 10 million for Insmed 's lead follow - on - biologic candidates and the remaining balance upon closing of the transaction , which is targeted for March 31 , 2009 . These initial payments will allow the Company to maintain its normal business operations throughout the closing period without the need for dilutive financing . Insmed 's follow - on biologics assets include INS - 19 and INS - 20 , whose development and commercial rights will now belong to Merck , as well as the Boulder , Colorado - based manufacturing facility . Merck intends to assume the facility 's lease and ownership of all the equipment in the building . In addition , upon closing of the transaction , Merck intends to offer positions to employees of the Boulder facility . Insmed will retain its Richmond , VA corporate office , which houses its Clinical , Regulatory , Finance , and Administrative functions , in support of the continuing IPLEX ™ program . " We have long maintained that our follow - on biologics assets hold substantial value , and this agreement with Merck , one of the largest pharmaceutical companies in the world , is a testament to that value " , said Dr . Geoffrey Allan , President and CEO of Insmed . " We are pleased that over the past two years our team has been successful in developing such a valuable asset , which , as a result of this agreement , will generate a substantial return to the Company " . " This transaction will transform and strengthen our balance sheet in a completely non - dilutive fashion , and provides us with substantial financial flexibility in a market where cash , especially for small biotech companies , is scarce , " continued Dr . Allan . The proceeds from the transaction will be used to support the continued development of IPLEX ™ , and the Company will carefully evaluate other options , which could include the distribution of a portion of the cash to shareholders . As of December 31 , 2008 , Insmed had $ 2.4 million in cash on hand with an ongoing net cash burn of approximately $ 1.2 million per month . This transaction , in accordance with Virginia corporate law , does not require a shareholder vote , though it is conditional on certain closing requirements , including obtaining necessary consents . RBC Capital Markets served as exclusive financial advisor to Insmed on the transaction and the review of strategic alternatives , and provided a fairness opinion to the Company 's Board of Directors . Conference Call Insmed will host a conference call today at 8 : 30 AM ET in order to further discuss this transaction . To participate in today 's 8 : 30 AM ET live conference call , please dial 800 - 891 - 3155 ( U . S . callers ) or 617 - 597 - 5527 ( international callers ) , and provide passcode 54149478 . A live webcast of the call will also be available at : http://phx.corporate-ir.net/playerlink.zhtml?c=122332&s=wm&e=2097821 Please allow extra time prior to the webcast to register , download and install any necessary audio software . The webcast will be archived for 30 days , and a telephone replay of the call will be available for seven days beginning today at 12 : 30 PM ET at 888 - 286 - 8010 ( U . S . callers ) or 617 - 801 - 6888 ( international callers ) , using passcode 91512481 . About Insmed Insmed Inc . is a biopharmaceutical company with unique protein process development and manufacturing experience and a proprietary protein platform aimed at niche markets with unmet medical needs . For more information , please visit http://www.insmed.com . Forward - Looking Statements This release contains forward - looking statements which are made pursuant to provisions of Section 21E of the Securities Exchange Act of 1934 . Investors are cautioned that such statements in this release , including statements relating to planned clinical study design , regulatory and business strategies , plans and objectives of management and growth opportunities for existing or proposed products , constitute forward - looking statements which involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the forward - looking statements . The risks and uncertainties include , without limitation , risks that closing conditions under our agreement with Merck & Co . , Inc . may not be met , product candidates may fail in the clinic or may not be successfully marketed or manufactured , we may lack financial resources to complete development of product candidates , the FDA may interpret the results of studies differently than us , competing products may be more successful , demand for new pharmaceutical products may decrease , the biopharmaceutical industry may experience negative market trends , our continuing efforts to develop IPLEX ™ may be unsuccessful our common stock could be delisted from the Nasdaq Capital Market and other risks and challenges detailed in our filings with the U . S . Securities and Exchange Commission , including our Annual Report on Form 10 - K for the year ended December 31 , 2007 . Readers are cautioned not to place undue reliance on any forward - looking statements which speak only as of the date of this release . We undertake no obligation to publicly release the results of any revisions to these forward - looking statements that may be made to reflect events or circumstances that occur after the date of this release or to reflect the occurrence of unanticipated events .