EX-99.2
4
dex992.htm
PRESS RELEASE
Press Release
Exhibit 99.2
Contacts:
Tara Spiess
TS Communications Group, LLC
(215) 218-4371
spiess@biotechirpr.com
Aphton Shareholders Approve Acquisition of Igeneon
Philadelphia, PA March 22, 2005
Aphton Corporation announced today that both proposals
included in it's Proxy Statement, which were necessary for consummation of the proposed acquisition of Austrian based Igeneon AG, were approved at today's Special Meeting of Stockholders. Aphton stockholders approved
(1)
the issuance of 21,500,000 shares of Aphton's common stock in connection with our proposed acquisition of all of the equity securities of Igeneon AG; and
(2)
an amendment to Aphton's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of all classes of stock that Aphton may issue from
64,000,000 shares to 104,000,000 shares, of which 4,000,000 shares shall be classified as preferred stock and 100,000,000 shares shall be classified as common stock.
The acquisition has been reviewed and approved previously by Igeneon shareholders. The closing of the acquisition is expected to occur later
this week.
"We would like to thank our stockholders for demonstrating
overwhelming support for this acquisition, which we believe will result in significant near and long term research and development benefits for our company", said Patrick Mooney, M.D., Aphton's Chief Executive Officer. "In an effort
to accelerate the synergies of our two companies we have been working closely with our colleagues at Igeneon since the definitive agreement to acquire the company was announced last December. Today's announcement of stockholder approval marks a
very important milestone in our quest to build a leading company in the field of cancer related immunotherapies".
Strategic Pipeline
Aphton continues to focus its efforts on broadening and progressing its research and development pipeline. An important element of this strategy is the addition of Igeneon products, IGN101, a cancer vaccine designed
to induce an immune response against
EpCAM positive tumor cells, and IGN311, a fully humanized antibody against the Lewis Y antigen. Igeneon also has diverse pipeline of pre-clinical and
clinical products including active and passive immunotherapies. Aphton believes that immunotherapies may have certain advantages over other targeted therapies by including specificity that may lead to better efficacy and decreased toxicities for
patients.
About IGN101
IGN101 is a cancer vaccine designed to induce an immune response against EpCAM positive
tumor cells. IGN101 is an off-the-shelf product consisting of the murine anti-EpCAM monoclonal antibody 17 1-A adsorbed on aluminum hydroxide. EpCAM is a cell surface glycoprotein present in normal epithelia cells and over-expressed in the majority
of epithelial cancers; these cancers account for approximately 70% of all cancers. IGN101 is intended to selectively destroy disseminated and circulating tumor cells and thus may slow or prevent the formation and growth of metastases.
IGN101 is currently in a randomized, double-blind Phase II/III trial for patients with
advanced non-small cell lung cancer. The trial is being evaluated as a monotherapy conducted in approximately 750 patients.
About IGN311
IGN311 is a humanized monoclonal antibody against the Lewis Y carbohydrate antigen, a blood group related oligosaccharide. Lewis Y is expressed on approximately 70% of all epithelial cancers and its expression on
adult normal tissues is very restricted; hence IGN311 has the potential to target a broad range of carcinomas. IGN311 is designed to exert clinical effects by destruction of tumor cells by activation of effector functions and by selective growth
inhibition via functional receptors. IGN311 is currently in Phase I clinical trials.
About Aphton
Aphton Corporation, headquartered in
Philadelphia, Pennsylvania is a clinical stage biopharmaceutical company focused on developing targeted immunotherapies for cancer and other diseases. Aphton's products seek to neutralize hormones involved in the growth and proliferation of
cancers as well as other diseases. Aphton's lead product, InsegiaTM (G17DT immunogen) is currently in
development both as a monotherapy for pancreatic cancer and in combination with chemotherapy for the treatment of gastric cancer. Aphton has strategic alliances with sanofi-aventis for the development and commercialization of Insegia related to
cancers of the gastrointestinal system and other cancers in North America and Europe; Daiichi Pure Chemicals for the development, manufacturing and commercialization of gastrin-related diagnostic kits; and Xoma for treating gastrointestinal and
other gastrin-sensitive cancers using anti-gastrin monoclonal and other antibodies. For more information about Aphton or its programs please visit Aphton's website at www.aphton.com.
Safe Harbor
This press release includes forward-looking statements, including statements about: (1) the impact of the Igeneon acquisition on Aphton's operations and the
potential benefits and synergies of the Igeneon acquisition, including near and long term research and development benefits; (2) Aphton's belief regarding the strength of Igeneon's product portfolio and such portfolio's ability to
complement Aphton's product portfolio; (3) Aphton's belief that it can become a leading company in the field of cancer related immunotherapies; (4) Aphton's intent to broaden and progress its research and development pipeline; and (5)
Aphton's belief that immunotherapies have certain advantages over targeted therapies. These forward-looking statements may be affected by the risks and uncertainties inherent in the drug development process and in Aphton's and
Igeneon's business. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in Aphton's Securities and Exchange Commission filings, including Aphton's report on Form 10-K filed with
the Commission on March 16, 2005. Aphton wishes to caution readers that certain important factors may have affected and could in the future affect Aphton's beliefs and expectations and could cause the actual results to differ materially from
those expressed in any forward-looking statement made by or on behalf of Aphton. These risk factors include, but are not limited to, (1) Aphton's ability to identify and realize anticipated cost efficiencies and to reduce the combined cash burn
rate, (2) Aphton's ability to fund the further development of its research and development, (3) Aphton's ability to successfully identify and consummate opportunities to broaden and progress its research and development pipeline, (4)
scientific developments regarding immunotherapies, (5) Aphton's ability to consummate the pending acquisition of Igeneon, the inability to successfully integrate Igeneon's operations and product portfolio with Aphton's operations and
product portfolio, and (6) the actual design, results and timing of preclinical and clinical studies for both companies' products and product candidates.
SOURCE: APHTON CORPORATION

EX - 99 . 2 4 dex992 . htm PRESS RELEASE Press Release Exhibit 99 . 2 Contacts : Tara Spiess TS Communications Group , LLC ( 215 ) 218 - 4371 spiess@biotechirpr.com Aphton Shareholders Approve Acquisition of Igeneon Philadelphia , PA March 22 , 2005 Aphton Corporation announced today that both proposals included in it ' s Proxy Statement , which were necessary for consummation of the proposed acquisition of Austrian based Igeneon AG , were approved at today 's Special Meeting of Stockholders . Aphton stockholders approved ( 1 ) the issuance of 21,500,000 shares of Aphton 's common stock in connection with our proposed acquisition of all of the equity securities of Igeneon AG ; and ( 2 ) an amendment to Aphton 's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of all classes of stock that Aphton may issue from 64,000,000 shares to 104,000,000 shares , of which 4,000,000 shares shall be classified as preferred stock and 100,000,000 shares shall be classified as common stock . The acquisition has been reviewed and approved previously by Igeneon shareholders . The closing of the acquisition is expected to occur later this week . " We would like to thank our stockholders for demonstrating overwhelming support for this acquisition , which we believe will result in significant near and long term research and development benefits for our company " , said Patrick Mooney , M . D . , Aphton 's Chief Executive Officer . " In an effort to accelerate the synergies of our two companies we have been working closely with our colleagues at Igeneon since the definitive agreement to acquire the company was announced last December . Today ' s announcement of stockholder approval marks a very important milestone in our quest to build a leading company in the field of cancer related immunotherapies " . Strategic Pipeline Aphton continues to focus its efforts on broadening and progressing its research and development pipeline . An important element of this strategy is the addition of Igeneon products , IGN101 , a cancer vaccine designed to induce an immune response against EpCAM positive tumor cells , and IGN311 , a fully humanized antibody against the Lewis Y antigen . Igeneon also has diverse pipeline of pre - clinical and clinical products including active and passive immunotherapies . Aphton believes that immunotherapies may have certain advantages over other targeted therapies by including specificity that may lead to better efficacy and decreased toxicities for patients . About IGN101 IGN101 is a cancer vaccine designed to induce an immune response against EpCAM positive tumor cells . IGN101 is an off - the - shelf product consisting of the murine anti - EpCAM monoclonal antibody 17 1 - A adsorbed on aluminum hydroxide . EpCAM is a cell surface glycoprotein present in normal epithelia cells and over - expressed in the majority of epithelial cancers ; these cancers account for approximately 70 % of all cancers . IGN101 is intended to selectively destroy disseminated and circulating tumor cells and thus may slow or prevent the formation and growth of metastases . IGN101 is currently in a randomized , double - blind Phase II / III trial for patients with advanced non - small cell lung cancer . The trial is being evaluated as a monotherapy conducted in approximately 750 patients . About IGN311 IGN311 is a humanized monoclonal antibody against the Lewis Y carbohydrate antigen , a blood group related oligosaccharide . Lewis Y is expressed on approximately 70 % of all epithelial cancers and its expression on adult normal tissues is very restricted ; hence IGN311 has the potential to target a broad range of carcinomas . IGN311 is designed to exert clinical effects by destruction of tumor cells by activation of effector functions and by selective growth inhibition via functional receptors . IGN311 is currently in Phase I clinical trials . About Aphton Aphton Corporation , headquartered in Philadelphia , Pennsylvania is a clinical stage biopharmaceutical company focused on developing targeted immunotherapies for cancer and other diseases . Aphton 's products seek to neutralize hormones involved in the growth and proliferation of cancers as well as other diseases . Aphton 's lead product , InsegiaTM ( G17DT immunogen ) is currently in development both as a monotherapy for pancreatic cancer and in combination with chemotherapy for the treatment of gastric cancer . Aphton has strategic alliances with sanofi - aventis for the development and commercialization of Insegia related to cancers of the gastrointestinal system and other cancers in North America and Europe ; Daiichi Pure Chemicals for the development , manufacturing and commercialization of gastrin - related diagnostic kits ; and Xoma for treating gastrointestinal and other gastrin - sensitive cancers using anti - gastrin monoclonal and other antibodies . For more information about Aphton or its programs please visit Aphton 's website at www.aphton.com . Safe Harbor This press release includes forward - looking statements , including statements about : ( 1 ) the impact of the Igeneon acquisition on Aphton 's operations and the potential benefits and synergies of the Igeneon acquisition , including near and long term research and development benefits ; ( 2 ) Aphton 's belief regarding the strength of Igeneon 's product portfolio and such portfolio 's ability to complement Aphton 's product portfolio ; ( 3 ) Aphton 's belief that it can become a leading company in the field of cancer related immunotherapies ; ( 4 ) Aphton 's intent to broaden and progress its research and development pipeline ; and ( 5 ) Aphton 's belief that immunotherapies have certain advantages over targeted therapies . These forward - looking statements may be affected by the risks and uncertainties inherent in the drug development process and in Aphton 's and Igeneon 's business . This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in Aphton 's Securities and Exchange Commission filings , including Aphton 's report on Form 10 - K filed with the Commission on March 16 , 2005 . Aphton wishes to caution readers that certain important factors may have affected and could in the future affect Aphton 's beliefs and expectations and could cause the actual results to differ materially from those expressed in any forward - looking statement made by or on behalf of Aphton . These risk factors include , but are not limited to , ( 1 ) Aphton 's ability to identify and realize anticipated cost efficiencies and to reduce the combined cash burn rate , ( 2 ) Aphton 's ability to fund the further development of its research and development , ( 3 ) Aphton 's ability to successfully identify and consummate opportunities to broaden and progress its research and development pipeline , ( 4 ) scientific developments regarding immunotherapies , ( 5 ) Aphton 's ability to consummate the pending acquisition of Igeneon , the inability to successfully integrate Igeneon 's operations and product portfolio with Aphton 's operations and product portfolio , and ( 6 ) the actual design , results and timing of preclinical and clinical studies for both companies ' products and product candidates . SOURCE : APHTON CORPORATION
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