— Transaction to aftereffect in Nasdaq-listed aggregation focused on developing atypical treatments for blight —
— Molecular Templates advance biologic applicant actuality developed to amusement non-Hodgkin’s Lymphoma (NHL); engineered adulteration anatomy (ETB) belvedere has applications in assorted oncology break —
— Accumulated aggregation will be capitalized to abutment advance of MT-3724 through cardinal balloon in NHL and evofosfamide through Phase 1b balloon at MD Anderson Blight Center —
— $20 actor advance by arch U.S. adventure basic aing at the aing of the transaction —
— Appointment alarm on March 17, 2017 at 8:30 a.m. ET —
SOUTH SAN FRANCISCO, Calif. and AUSTIN, Texas, March 17, 2017 (GLOBE NEWSWIRE) — Threshold Pharmaceuticals, Inc. (Nasdaq:THLD), a clinical-stage biopharmaceutical aggregation developing atypical therapies for cancer, and Molecular Templates, Inc., a a captivated biopharmaceutical company, today accordingly appear that they accept entered into a absolute acceding beneath which Molecular Templates will absorb with a wholly endemic accessory of Threshold in an all-stock transaction. The transaction will aftereffect in a accumulated aggregation focused on the development of atypical treatments for cancer.
Longitude Capital, a U.S. based adventure basic firm, will advance $20 actor at the aing of the transaction, accountable to assertive conditions, including the cancellation of added disinterestedness costs commitments of $20 million.
Molecular Templates’ proprietary technology has been acclimated to actualize a new chic of biologic biologic candidates accepted as Engineered Adulteration Bodies or ETBs. ETBs accept the affection of an antibody, the adeptness to abet cellular internalization adjoin non-internalizing receptors, and a atypical apparatus of cell-kill (ribosome inhibition) in oncology. Molecular Templates is additionally application its technology to bear adopted chic I antigens into bump beef to accession allowed acceptance of the bump in a atypical access to immuno-oncology. The Molecular Templates technology has the advantage of actuality able to accomplish “off the shelf” assay that do not crave accommodating corpuscle agriculture or transplantation.
Molecular Templates’ advance artefact candidate, MT-3724, is an ETB that targets the CD20 corpuscle apparent antigen present in a array of lymphomas and leukemias. A Phase 1 balloon with MT-3724 in relapsed and adverse non-Hodgkin’s lymphoma (NHL) has accustomed acceptable affirmation and adeptness in elderly, heavily pre-treated patients. In accession to MT-3724, Molecular Templates has preclinical programs targeting HER2 and PD-L1 and has accustomed $15.2 actor in new allotment commitments from The Blight Prevention and Research Institute of Texas for its affairs targeting CD38. Molecular Templates was ahead awarded a CPRIT admission for $10.6M that has adjourned development of its MT-3724 program.
“The alliance of our two companies provides Threshold shareholders with a cogent disinterestedness pale in a biopharmaceutical aggregation with a able blight therapy, MT-3724, as able-bodied as an avant-garde and different technology belvedere that has generated preclinical biologic candidates to amusement assorted myeloma, blight and melanoma,” said Barry Selick, Ph.D. and Chief Controlling Officer of Threshold. “Following an all-encompassing and absolute assay of cardinal alternatives, we accept this transaction combines able biologic candidates, a solid administration aggregation and the assets to actualize cogent bulk for shareholders and important new blight therapies for patients.”
Eric Poma, Ph.D., Chief Controlling Officer of Molecular Templates, commented, “The accumulated aggregation will accept two agitative clinical-stage compounds in evofosfamide and MT-3724 and a different biological belvedere with a differentiated apparatus of activity in oncology. Longitude’s allegation to advance in the aggregation is a able attestation to the affiance inherent in the accumulated companies’ analytic assets and technology platform.”
Threshold’s banking adviser for the transaction is Ladenburg Thalmann & Co. Inc., and Threshold’s acknowledged admonition is Cooley LLP. Molecular Templates’ acknowledged admonition are Mintz Levin Cohn Ferris Glovsky and Popeo PC and Pillsbury Winthrop Shaw Pittman LLP.
About the Proposed TransactionOn a pro forma base and based aloft the cardinal of shares of accepted banal to be issued in the merger, accepted Threshold shareholders would own about 34.4 percent of the accumulated aggregation and accepted Molecular Templates shareholders would own about 65.6 percent of the accumulated aggregation although the absolute allocation will be accountable to acclimation based on Threshold’s net banknote balance.
Concurrent with the beheading of the Alliance Agreement, Threshold fabricated a arch accommodation to Molecular Templates in the arch bulk of $2 million. In the accident that the transaction does not aing by May 31, 2017, Threshold has agreed to accomplish accessible added allotment of up to $2 actor on the aforementioned acceding aloft alternate agreement.
The transaction has been accustomed by the lath of admiral of both companies. The alliance is accepted to aing in the added division of 2017, accountable to the approval of the stockholders of anniversary aggregation as able-bodied as added accepted conditions.
Management and OrganizationEric Poma, Ph.D., Molecular Templates’ Chief Controlling Officer, will become Chief Controlling Officer of the accumulated company. Afterward the Merger, the lath of admiral of the Aggregation will abide of seven seats and will be comprised of two assembly of Molecular Templates; two assembly of the Company, and three assembly to be mutually agreed aloft by Molecular Templates and the Company, with the Company’s accepted administrator of the lath of directors, Barry Selick, Ph.D., continuing to act as administrator of the lath of the Aggregation afterward the Merger.
Upon closing of the transaction, Threshold will change its name to Molecular Templates, Inc. and affairs to change its ticker attribute on the Nasdaq Basic Bazaar to MTEM.
Conference Alarm and WebcastDrs. Poma and Selick will host a appointment alarm and accompanying webcast to altercate the proposed transaction on March 17, 2017, at 8:30 a.m. Eastern Time. The webcast can be accessed on Threshold’s website in the Investors/Webcasts area http://investor.thresholdpharm.com/events.cfm. Alternatively, amuse alarm 877-397-0286 (U.S.) or 719-325-4745 (international). The appointment ID cardinal is 9853266. The webcast will be archived on Threshold’s website for at atomic 30 days.
About EvofosfamideEvofosfamide (previously accepted as TH-302) is an investigational hypoxia-activated prodrug of a bis-alkylating abettor that is preferentially activated beneath astringent hypoxic bump conditions, a affection of abounding solid tumors. Areas of low oxygen levels (hypoxia) in solid tumors are due to bereft claret barge supply. Similarly, the cartilage bottom of patients with hematological malignancies has additionally been shown, in some cases, to be acutely hypoxic. A Phase 1 analytic balloon evaluating evofosfamide in aggregate with the allowed checkpoint antibody, ipilumumab, is about to arise at the M.D. Anderson Blight Center in Houston Texas. At the aforementioned time, while the PMDA has aloof adumbrated that the accepted assay of the MAESTRO abstracts is not acceptable to abutment the acquiescence of a New Biologic Application (“NDA”) in Japan, the Aggregation is in advancing discussions with the PMDA to analyze the ambit of an added study, the after-effects of which may again abutment the acquiescence of an NDA for evofosfamide in Japan.About Threshold Pharmaceuticals Threshold is a clinical-stage biopharmaceutical aggregation focused on the development of drugs and analytic agents targeting the bump microenvironment of solid tumors and hematologic malignancies. This access offers ample abeyant to amusement a array of cancers. By selectively targeting bump cells, we are architecture a activity of drugs that authority affiance to be added able and beneath baneful to advantageous tissues than accepted anticancer drugs. For added information, amuse appointment the Company’s website at www.thresholdpharm.com.
About MT-3724MT-3724 is Molecular Templates’ advance biologic candidate. MT-3724 completed a Phase 1 analytic balloon in heavily pre-treated non-Hodgkin’s lymphoma patients at the Memorial Sloan-Kettering Blight Center, the MD Anderson Blight Center, the Lineberger Comprehensive Blight Center at the University of North Carolina, and the University of Arizona. An amplification arm of the Phase 1 abstraction focused on relapsed and adverse broadcast ample lymphoma patients is enrolling. Added advice is accessible at clinicaltrials.gov.
About Molecular Templates Molecular Templates is focused on the discovery, development, and commercialization of next-generation immunotoxins alleged Engineered Adulteration Bodies (ETBs) for the analysis of cancers and added austere diseases. Santè Ventures is the advance disinterestedness broker in Molecular Templates; Excel Adventure Administration and AJU IB Life Sciences Overseas Amplification Belvedere Fund are additionally disinterestedness investors in Molecular Templates. For added information, amuse appointment the Company’s website at www.mtem.com.
Important Advice For Investors And StockholdersThis advice may be accounted to be address absolute in account of the proposed transaction amid Threshold Pharmaceuticals, Inc. (Threshold) and Molecular Templates, Inc. (Molecular Templates) and Molecular Templates stockholders. In affiliation with the proposed transaction amid Threshold and Molecular Templates and its stockholders, Threshold will book with the Balance and Exchange Commission (SEC) a allotment account absolute a proxy account of Threshold that will additionally aggregate a announcement of Threshold. Threshold will mail the proxy statement/prospectus to Threshold stockholders, and the balance may not be awash or exchanged until the allotment account becomes effective. THRESHOLD URGES INVESTORS AND STOCKHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. This advice is not a acting for the allotment statement, absolute proxy statement/prospectus or any added abstracts that Threshold may book with the SEC or accelerate to Threshold stockholders in affiliation with the proposed transaction. Before authoritative any voting decision, investors and aegis holders are apprenticed to apprehend the allotment statement, proxy statement/prospectus and all added accordant abstracts filed or that will be filed with the SEC in affiliation with the proposed transaction as they become accessible because they will accommodate important advice about the proposed transaction and accompanying matters.
You may access chargeless copies of the proxy statement/prospectus and all added abstracts filed or that will be filed with the SEC apropos the proposed transaction at the website maintained by the SEC www.sec.gov. Once they are filed, copies of the allotment account and proxy statement/prospectus will be accessible chargeless of allegation on Threshold’s website at www.thresholdpharm.com or by contacting Threshold’s Broker Relations at 510.703.9491 or by mail at Broker Relations, Threshold Pharmaceuticals Inc., 170 Anchorage Way, Suite 300, South San Francisco, California 94080.
Participants in SolicitationThreshold, Molecular Templates and their corresponding admiral and controlling admiral may be accounted to be participants in the address of proxies from the holders of Threshold accepted banal in affiliation with the proposed transaction. Advice about Threshold’s admiral and controlling admiral is set alternating in Threshold’s Annual Report on Form 10-K/A for the aeon concluded December 31, 2015, which was filed with the SEC on March 10, 2016. Added advice apropos the interests of such individuals, as able-bodied as advice apropos Molecular Templates’ admiral and controlling admiral and added bodies who may be accounted participants in the proposed transaction, will be set alternating in the proxy statement/prospectus, which will be included in Threshold’s allotment account back it is filed with the SEC. You may access chargeless copies of these abstracts as declared in the above-mentioned paragraph.
Non-SolicitationThis advice shall not aggregate an action to advertise or the address of an action to advertise or the address of an action to buy any securities, nor shall there be any auction of balance in any administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. No accessible action of balance shall be fabricated except by agency of a announcement affair the requirements of Area 10 of the Balance Act of 1933, as amended.
Forward-Looking StatementsCertain statements in this advice apropos the proposed alliance and added advised affairs (including statements apropos to achievement of the altitude to and cleanup of the proposed merger, the accepted buying of the accumulated company, the alternatives to the proposed merger, and affairs with account to costs for the accumulated company) aggregate “forward-looking statements” aural the acceptation of Area 27A of the Balance Act and Area 21E of the Balance Exchange Act and are usually articular by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or agnate expressions. We intend these advanced statements to be covered by the safe anchorage accoutrement for advanced statements independent in Area 27A of the Balance Act and Area 21E of the Balance Exchange Act and are authoritative this account for purposes of acknowledging with those safe anchorage provisions. These advanced statements reflect our accepted angle about our plans, intentions, expectations, strategies and prospects, which are based on the advice currently accessible to us and on assumptions we accept made. Although we accept that our plans, intentions, expectations, strategies and affairs as reflected in or appropriate by those advanced statements are reasonable, we can accord no affirmation that the plans, intentions, expectations or strategies will be accomplished or achieved. Furthermore, absolute after-effects may alter materially from those declared in the advanced statements and will be afflicted by a array of risks and factors that are aloft our control.
Risks and uncertainties for Threshold and Molecular Templates and of the accumulated aggregation include, but are not bound to: disability to complete the proposed alliance and added advised affairs in affiliation with the merger; clamminess and trading bazaar for shares above-mentioned to and afterward the cleanup of the proposed alliance and proposed financing; costs and abeyant action associated with the proposed merger; abortion or adjournment in accepting appropriate approvals by the SEC or any added authoritative or quasi-governmental article all-important to able the proposed merger, including our adeptness to book an able proxy account in affiliation with the proposed alliance and added advised affairs in affiliation with the merger, which may additionally aftereffect in abrupt added transaction costs and operating banknote expenditures on the parties; a abortion to amuse the altitude to the closing of the proposed advance by Longitude Capital, which would crave the Aggregation to accession added funds eventually than accepted to accompany its development goals; an disability or adjournment in accepting appropriate authoritative approvals for artefact candidates, which may aftereffect in abrupt amount expenditures; the amount of the proposed costs transaction in affiliation with the proposed alliance and advised affairs in affiliation with the alliance actuality materially lower than the trading amount of Threshold’s accepted banal at the time of such financing; risks inherent in biologic development in general; uncertainties in accepting acknowledged analytic after-effects for artefact candidates and abrupt costs that may aftereffect therefrom; abortion to apprehend any bulk of assertive artefact candidates developed and actuality developed in ablaze of inherent risks and difficulties complex in auspiciously bringing artefact candidates to market; disability to advance new artefact candidates and abutment absolute products; the approval by the FDA, EMA and PMDA and any added agnate adopted authoritative authorities of added aggressive or aloft articles brought to market; risks consistent from abrupt ancillary effects; accident that the bazaar for the accumulated company’s articles may not be as ample as expected; disability to obtain, advance and accomplish patents and added bookish acreage rights or the abrupt costs associated with such administration or litigation; disability to access and advance bartering accomplishment arrange with third affair manufacturers or authorize bartering calibration accomplishment capabilities; accident of or beneath appeal from one or added key barter or distributors; abrupt amount increases and appraisement pressures; continuing or deepening bread-and-er recession and its abrogating appulse on customers, vendors or suppliers; abortion to access the all-important stockholder approvals or to amuse added altitude to the closing of the proposed alliance and the added advised transactions; a aloft angle actuality submitted to either party; uncertainties of banknote flows and disability to accommodated alive basic needs; amount reductions that may not aftereffect in advancing akin of amount accumulation or amount reductions above-mentioned to or afterwards the cleanup of the proposed merger; and risks associated with the accessible abortion to apprehend assertive allowances of the proposed merger, including approaching financial, tax, accounting treatment, and operating results. Abounding of these factors that will actuate absolute after-effects are aloft Threshold’s, Molecular Templates’, or the accumulated company’s adeptness to ascendancy or predict.
Other risks and uncertainties are added absolutely declared in alternate filings with the Balance and Exchange Commission (the “SEC”), including the factors declared in the area advantaged “Risk Factors” in our Quarterly Report on Form 10-Q for the division concluded September 30, 2016 filed with the SEC, and in added filings that Threshold makes and will accomplish with the SEC in affiliation with the proposed transactions, including the proxy account declared aloft beneath “Important Advice and Where to Find It.” Absolute and -to-be investors are cautioned not to abode disproportionate assurance on these advanced statements, which allege alone as of the date hereof. The statements fabricated in this columnist absolution allege alone as of the date declared herein, and consecutive contest and developments may account our expectations and behavior to change. Unless contrarily appropriate by applicative balance laws, we do not intend, nor do we undertake any obligation, to amend or alter any advanced statements independent in this account absolution to reflect consecutive information, events, after-effects or affairs or otherwise. While we may accept to amend these advanced statements about at some point in the future, we accurately abandon any obligation to do so, whether as a aftereffect of new information, approaching contest or otherwise, except as appropriate by law.
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